Federal Register / Vol. 88, No. 245 / Friday, December 22, 2023 / Notices 88689 

33See id. 

34See, e.g., Notice of Filing of a Proposed Rule 

Change to List and Trade Shares of the VanEck 

Ethereum ETF under BZX Rule 14.11(e)(4), 

Commodity-Based Trust Shares, Securities 

Exchange Act Release No. 98457 (Sept. 20, 2023), 

88 FR 66076 (Sept. 26, 2023), 66081 (stating that 

‘‘The Sponsor’s research indicates daily correlation 

between the spot ETH and the CME ETH Futures 

is 0.998 from the period of 9/1/22 through 9/1/ 

23.’’). 

35See Notice, 88 FR at 68226–27. 

36Section 19(b)(2) of the Act, as amended by the 

Securities Acts Amendments of 1975, Public Law 

94–29 (June 4, 1975), grants the Commission 

flexibility to determine what type of proceeding— 

either oral or notice and opportunity for written 

comments—is appropriate for consideration of a 

particular proposal by a self-regulatory 

organization. See Securities Acts Amendments of 

1975, Senate Comm. on Banking, Housing & Urban 

Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30 

(1975). 

37 17 CFR 200.30–3(a)(57). 

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

2 17 CFR 240.19b–4. 

thus making its market price converge to 

its NAV.’’ 33 Do commenters agree with 

the Exchange? Why or why not? 

8. Some sponsors of proposed ether 

exchange-traded products have made 

statements regarding the correlation 

between ether spot markets and the 

CME ether futures market.34 What are 

commenters’ views on the correlation 

between the ether spot market and the 

CME ether futures market? What are 

commenters’ views on the extent to 

which a surveillance-sharing agreement 

with the CME would assist in detecting 

and deterring fraud and manipulation 

that impacts an exchange-traded 

product (‘‘ETP’’) that also holds spot 

ether, and on whether correlation 

analysis provides any evidence to this 

effect? What are commenters’ views on 

the Sponsor’s own statistical analysis of 

the relationship between prices in 

certain unregulated ether markets and 

prices of CME ether futures contracts? 35

What are commenters’ views generally 

on whether an ETP that holds only CME 

ether futures and an ETP that also holds 

spot ether are similar products? 

III. Procedure: Request for Written 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their views, data, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposal. In particular, the Commission 

invites the written views of interested 

persons concerning whether the 

proposal is consistent with Section 

6(b)(5) or any other provision of the Act, 

and the rules and regulations 

thereunder. Although there do not 

appear to be any issues relevant to 

approval or disapproval that would be 

facilitated by an oral presentation of 

views, data, and arguments, the 

Commission will consider, pursuant to 

Rule 19b–4, any request for an 

opportunity to make an oral 

presentation.36

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposed rule change should be 

approved or disapproved by January 12, 

2024. Any person who wishes to file a 

rebuttal to any other person’s 

submission must file that rebuttal by 

January 26, 2024. 

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– 

NASDAQ–2023–035 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–NASDAQ–2023–035. 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–NASDAQ–2023–035 and should be 

submitted on or before January 12, 2024. 

Rebuttal comments should be submitted 

by January 26, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.37

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–28196 Filed 12–21–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99203; File No. SR– 

PEARL–2023–71] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Exchange 

Rule 2615(d) To Eliminate the 

Contingent Open 

December 18, 2023. 

Pursuant to the provisions of 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 December 14, 2023, MIAX PEARL, 

LLC (‘‘MIAX Pearl’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) a 

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 amend 

Exchange Rule 2615(d) regarding the 

Contingent Open performed on the 

Exchange’s equity trading platform 

(referred to herein as ‘‘MIAX Pearl 

Equities’’). 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://www.miaxglobal.com/markets/ 

us-equities/pearl-equities/rule-filings, at 

MIAX Pearl’s principal office, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 


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3The term ‘‘Regular Trading Hours’’ means ‘‘the 

time between 9:30 a.m. and 4:00 p.m. Eastern 

Time.’’ See Exchange Rule 1901. 

4The term ‘‘NBBO’’ means ‘‘the national best bid 

and offer.’’ See Exchange Rule 1901. 

5According to Exchange Rule 2600(a), Users may 

begin to enter orders starting at 7:30 a.m. Eastern 

Time. 

6The term ‘‘User’’ means ‘‘any Member or 

Sponsored Participant who is authorized to obtain 

access to the System pursuant to Exchange Rule 

2602.’’ See Exchange Rule 1901. 

7Exchange Rule 2614(b)(2). 

8Exchange Rule 2614(c)(2). 

9Exchange Rule 2614(d). 

10Exchange Rule 2614(c)(7). 

11Exchange Rule 2614(a)(2). 

12Exchange Rule 2614(b)(1). Market Orders may 

include a time-in-force of RHO solely when coupled 

with the PAC routing option for purposes of routing 

away to participate in the primary listing market’s 

opening or re-opening process and will continue to 

not be eligible to participate in the Exchange’s 

Opening Process. See Exchange Rule 2617(b)(5)(ii). 

13Exchange Rule 2614(a)(1). 

14Exchange Rule 2614(a)(3)(i)(B) [sic]. 

15Exchange Rule 2614(a)(3)(i)(A) [sic]. 

16The term ‘‘MIAX Pearl Equities Book’’ means 

the electronic book of orders in equity securities 

maintained by the System. See Exchange Rule 1901. 

17The term ‘‘Trading Center’’ has the same 

meaning as in Rule 600(b)(82) of Regulation NMS. 

See Exchange Rule 100. 

18See Securities Exchange Act Release No. 89563 

(August 14, 2020), 85 FR 51510 (August 20, 2020) 

(SR–PEARL–2020–03) (adopting rules for MIAX 

Pearl Equities including Exchange Rule 2615(d)). 

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 Exchange proposes to amend 

Exchange Rule 2615(d) regarding the 

Contingent Open performed on MIAX 

Pearl Equities. In sum, the Exchange 

proposes to amend Exchange Rule 

2615(d) to no longer provide for a 

Contingent Open at 9:45 a.m. Eastern 

Time. As amended, Exchange Rule 

2615(d) would instead provide that the 

Exchange would perform its Opening 

Process after the security begins trading 

on the primary listing market at any 

time during the trading day. The 

Exchange also proposes to make a 

corresponding change to remove a 

reference to the Contingent Open in the 

definition of Regular Trading Session in 

Exchange Rule 1901. These changes are 

described in more detail below. 

Background 

Exchange Rule 2615 sets forth the 

Exchange’s Opening Process and 

Contingent Open. Each trading day, the 

Exchange begins trading in an equities 

security by performing its Opening 

Process after the start of Regular Trading 

Hours 3 by matching eligible buy and 

sell orders at the midpoint of the 

National Best Bid and Offer (‘‘NBBO’’),4

as described below. Prior to the 

beginning of Regular Trading Hours,5

Users 6 who wish to participate in the 

Opening Process may enter orders to 

buy or sell that are designated as 

Regular Trading Hours Only (‘‘RHO’’).7

Pursuant to Exchange Rule 2615(a), only 

orders that include a time-in-force of 

RHO may participate in the Opening 

Process. Orders designated as Post 

Only,8 Intermarket Sweep Orders, 

(‘‘ISOs’’),9 include a Minimum 

Execution Quantity instruction,10 and 

orders that include a time-in-force other 

than RHO are not eligible to participate 

in the Opening Process. Market 

Orders 11 may include a time-in-force of 

Immediate-or-Cancel (‘‘IOC’’),12 and are, 

therefore, not eligible to participate in 

the Opening Process. Meanwhile, Limit 

Orders,13 Primary Peg Orders,14 and 

Midpoint Peg Orders 15 that include a 

time-in-force of RHO are eligible to 

participate in the Opening Process. All 

Self-Trade-Protection (‘‘STP’’) 

modifiers, as described in Exchange 

Rule 2614(f), are honored during the 

Opening Process. 

Exchange Rule 2615(b) provides that 

during the Opening Process, the 

Exchange attempts to match eligible buy 

and sell orders at the midpoint of the 

NBBO. All orders eligible to trade at the 

midpoint are processed in time 

sequence, beginning with the order with 

the oldest timestamp. The Opening 

Process concludes when no remaining 

orders, if any, can be matched at the 

midpoint of the NBBO. At the 

conclusion of the Opening Process, the 

unexecuted portion of orders that were 

eligible to participate in the Opening 

Process are placed on the MIAX PEARL 

Equities Book 16 in time sequence, 

cancelled, executed, or routed to away 

Trading Centers 17 in accordance with 

the terms of the order. 

Pursuant to Exchange Rule 2615(c), 

the Exchange calculates the midpoint of 

the NBBO as follows. When the primary 

listing exchange is the New York Stock 

Exchange LLC (‘‘NYSE’’) or NYSE 

American LLC (‘‘NYSE American’’), the 

Opening Process is priced at the 

midpoint of the: (i) first NBBO 

subsequent to the first reported trade 

and first two-sided quotation on the 

primary listing exchange after 9:30:00 

a.m. Eastern Time; or (ii) then prevailing 

NBBO when the first two-sided 

quotation is published by the primary 

listing exchange after 9:30:00 a.m. 

Eastern Time, but before 9:45:00 a.m. 

Eastern Time if no first trade is reported 

by the primary listing exchange within 

one second of publication of the first 

two-sided quotation by the primary 

listing exchange. For any other primary 

listing exchange, such as The Nasdaq 

Stock Market LLC (‘‘Nasdaq’’), NYSE 

Arca, LLC (‘‘NYSE Arca’’), and Cboe 

BZX Exchange, Inc. (‘‘Cboe BZX’’), the 

Opening Process is priced at the 

midpoint of the first NBBO subsequent 

to the first two-sided quotation 

published by the primary listing 

exchange after 9:30:00 a.m. Eastern 

Time. 

Exchange Rule 2615(d) describes the 

Contingent Open and provides that if 

the conditions to establish the price of 

the Opening Process described above do 

not occur by 9:45:00 a.m. Eastern Time, 

the Exchange will conduct a Contingent 

Open and match all orders eligible to 

participate in the Opening Process at the 

midpoint of the then prevailing NBBO. 

Exchange Rule 2615(d) further provides 

that if the midpoint of the NBBO is not 

available for the Contingent Open, all 

orders are handled in time sequence, 

beginning with the order with the oldest 

timestamp, and are placed on the MIAX 

PEARL Equities Book, cancelled, 

executed, or routed to away Trading 

Centers in accordance with the terms of 

the order. 

Proposed Change 

The Exchange proposes to amend 

Exchange Rule 2615(d) to no longer 

provide for a Contingent Open at 9:45 

a.m. Eastern Time. Instead, the 

Exchange would not open trading in an 

equity security until that equity security 

began trading on the primary listing 

market and the conditions to establish 

the opening price set forth under 

Exchange Rule 2615(c) described above 

occur. At such time, the Exchange will 

perform its Opening Process and match 

all eligible orders at the midpoint of the 

NBBO, if any, and feed any unexecuted 

orders onto the MIAX Pearl Equities 

Book in time sequence, as described 

above. The Opening Process may occur 

anytime during Regular Trading Hours, 

including at or after 9:45 a.m. Eastern 

Time. 

The Exchange initially adopted the 

Contingent Open under Exchange Rule 

2615(d) as part of its proposal to adopt 

rules governing the trading of equity 

securities on MIAX Pearl Equities.18 The 

initial intent was to align Exchange Rule 

2615 with similar rules and 

functionality available on other equities 

exchanges. The other exchanges on 


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19See, e.g., Cboe EDGX Exchange Rules 11.1(a)(1) 

and 11.7(d), and Cboe EDGA Exchange, Inc. Rules 

11.1(a)(1) and 11.7(d). 

20The term ‘‘Regular Trading Session’’ means 

‘‘the time between the completion of the Opening 

Process or Contingent Open as defined in Exchange 

Rule 2615 and 4:00 p.m. Eastern Time.’’ See 

Exchange Rule 1901. 

21See, e.g., Securities Exchange Act Release Nos. 

72676 (July 25, 2014), 79 FR 44520 (July 31, 2014) 

(Notice); and 73468 (October 29, 2014), 79 FR 

65450 (November 4, 2014) SR–EDGX–2014–18 

(Notice of Filing of Amendment Nos. 1 and 3 and 

Order Granting Accelerated Approval of a Proposed 

Rule Change, as Modified by Amendment Nos. 1 

and 3, To Amend EDGX Rule 1.5 and Chapter XI 

Regarding Current System Functionality Including 

the Operation of Order Types and Order 

Instructions) (SR–EDGX–2014–18). 

22Should the Exchange seek to adopt an early 

trading session in the future, it anticipates that it 

would also seek to readopt a Contingent Opening 

Process at that time to set a time at which a security 

would transition from the early to regular trading 

sessions where it has not begun trading on the 

primary listing market. The Exchange will submit 

a filing with the Commission pursuant to Section 

19(b)(1) should it decide to adopt an early trading 

session in the future. 

23 15 U.S.C. 78f(b). 

24 15 U.S.C. 78f(b)(5). 

25 Id. 

26See supra note 18. 

27See supra note 19. 

which the Exchange based Rule 2615(d) 

are non-primary listing exchanges that, 

unlike the Exchange, offer an early 

trading session.19 The Exchange 

currently only offers a Regular Trading 

Session.20 Normally, an early trading 

session ends and a regular trading 

session begins when a security is 

opened for trading on that market. On 

a non-primary listing market like on 

which the Exchange based its Rules, this 

requires the security is to be [sic] open 

for trading on the primary listing 

market. Where a security has not begun 

to trade on the primary listing market, 

a Contingent Open serves an important 

purpose of prescribing an end to the 

early trading session and beginning of 

the regular trading session on that nonprimary listing exchange. A Contingent 

Open allows a non-primary listing 

exchange that provides an early trading 

session to transition to a regular trading 

session in a timely manner where a 

security has not opened for trading on 

the primary listing market.21

The Exchange currently does not offer 

an early trading session and, therefore, 

the Contingent Open does not serve as 

a transition from an early trading 

session to a regular trading session. A 

Contingent Open simply allows the 

Exchange to trade a security when that 

security has not yet opened on the 

primary listing market. Once open on 

the primary listing market, the market 

for that security may be more robust and 

the security is likely trading at prices 

that more closely resemble its value due 

to that security having been subject to 

the primary listing market’s opening 

auction process. Therefore, in the 

absence of an early trading session, the 

Exchange believes it is not necessary for 

it perform a Contingent Open at 9:45 

a.m. Eastern Time. Instead, the 

Exchange believes it is appropriate for it 

to wait for a security to be trading on the 

primary listing market before it also 

begins to trade that security. The 

Exchange believes this could result in 

eligible orders being matched in the 

Opening Process at a midpoint of the 

NBBO that better reflects the security’s 

trading characteristics and value. 

In the Exchange’s experience, most 

securities are open by 9:45:00 a.m. 

Eastern Time and the Exchange 

performs its Opening Process and is 

trading practically the entire market. 

However, at times, a security may not 

open by 9:45:00 a.m. This is common in 

less liquid securities. In these cases, the 

Exchange would not begin to trade a 

security if and until that security opens 

for trading on the primary listing 

market.22

As a result of the proposed changes, 

Exchange Rule 2615(d) would be 

amended to no longer provide for a 

Contingent Open. Instead, Exchange 

Rule 2615(d) would provide that ‘‘[t]he 

Exchange will perform the Opening 

Process at any time during Regular 

Trading Hours when the conditions to 

establish the price of the Opening 

Process set forth under paragraph (c) [of 

Exchange Rule 2615] occur.’’ 

Lastly, the Exchange proposes to 

make a corresponding change to remove 

a reference to the Contingent Open in 

the definition of Regular Trading 

Session in Exchange Rule 1901. 

Currently, the term ‘‘Regular Trading 

Session’’ shall mean the time between 

the completion of the Opening Process 

or Contingent Open as defined in 

Exchange Rule 2615 and 4:00 p.m. 

Eastern Time. The Exchange proposes to 

remove the reference to the Contingent 

Open so that the Regular Trading 

Session would now be from the time of 

the completion of the Opening Process 

as defined in Exchange Rule 2615 and 

4:00 p.m. Eastern Time. 

Implementation 

The Exchange will implement the 

proposed changes to Exchange Rule 

2615(d) on the effective date of this 

proposed rule change. The Exchange 

will issue a Regulatory Alert 

announcing the exact implementation 

date of this proposal. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the 

Act,23 in general, and furthers the 

objectives of Section 6(b)(5),24 in 

particular, because it is designed to 

promote just and equitable principles of 

trade, and to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system. Additionally, the Exchange 

believes the proposed rule change is 

consistent with the Section 6(b)(5) 25

requirement that the rules of an 

exchange not be designed to permit 

unfair discrimination between 

customers, issuers, brokers, or dealers. 

As discussed above, the Exchange 

initially adopted the Contingent Open to 

align its rule with similar functionality 

available at other equities exchanges.26

These other exchanges on which the 

Exchange based Rule 2615(d) currently 

offer early trading sessions,27 while the 

Exchange does not. On these exchanges, 

a Contingent Open serves as the end to 

the early trading session and beginning 

of the regular trading session. As 

discussed above, the Exchange believes 

it is not necessary for it perform a 

Contingent Open at 9:45 a.m. Eastern 

Time. The Exchange does not currently 

offer an early trading session and does 

not have a need for a Contingent Open 

to serve as a transition to its Regular 

Trading Session. Instead, the Exchange 

would prefer to wait to perform its 

Opening Process until the security 

begins to trade on the primary listing 

market before it also begins to trade that 

security. As noted above, the Exchange 

matches orders during its Opening 

Process at the midpoint of the NBBO. 

The Exchange believes that the 

midpoint of the NBBO present after the 

security is opened by the primary listing 

exchange may better reflect the true 

market for the security due to increased 

liquidity and improved market quality. 

Therefore, the Exchange believes the 

proposal promotes just and equitable 

principles of trade, and removes 

impediments to and perfects the 

mechanism of a free and open market 

and a national market system because a 

security might be trading at prices that 

are more in-line with its normal trading 

behavior. 

The proposed rule change would also 

not permit unfair discrimination 

between customers, issuers, brokers, or 

dealers because no User would be able 

to trade the security until the Exchange 

performs its Opening Process as 

described herein. The proposal is not 

designed to target any single type of 

market participant. It is simply intended 

to amend Exchange Rule 2615(d) to no 

longer provide for a Contingent Open. 

Should the Exchange begin to offer an 


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28See, e.g., NYSE National, Inc. Rule 7.34(a)(2) 

(defining Core Trading Session), and NYSE Chicago 

Rule 7.34(a)(2) (defining Core Trading Session). 

29See supra note 27. 

30 15 U.S.C. 78s(b)(3)(A). 

31 17 CFR 240.19b–4(f)(6). 

32 In addition, Rule 19b–4(f)(6) requires a selfregulatory 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. 

33 17 CFR 240.19b–4(f)(6). 

34 17 CFR 240.19b–4(f)(6)(iii). 

early trading session, the Contingent 

Open Process would serve as a 

transition period from the early to 

regular trading sessions, as it does today 

on other markets. The Exchange 

believes that, in the meantime, it may 

benefit all market participants for the 

Exchange to wait to trade a security 

until that security is opened by the 

primary listing exchange where that 

security’s market may be more robust. 

The Exchange is not aware of any rule 

or regulation that requires an exchange 

to perform a Contingent Open or trade 

all securities for a full trading day. 

Should the Exchange seek to adopt an 

early trading session in the future, it 

anticipates that it would also seek to 

readopt a Contingent Open to set a time 

at which a security would transition 

from the early to regular trading 

sessions where it has not begun trading 

on the primary listing market. 

Lastly, the Exchange’s proposal to 

make a corresponding change to remove 

a reference to the Contingent Open in 

the definition of Regular Trading 

Session in Exchange Rule 1901 remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system because it 

would ensure the Exchange’s rules are 

clear and continue to not include an 

ambiguities and references that could 

cause potential investor confusion. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe the 

proposed rule change will impose any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Specifically, the Exchange does not 

believe the proposed rule change would 

impose an undue burden on intramarket 

competition on the Exchange because 

all Users would be impacted equally. No 

User would be able to trade an equity 

security on the Exchange until that 

security is opened by the primary listing 

market and the Exchange conducts its 

Opening Process. Other exchanges 

simply begin trading equity securities at 

9:30:00 a.m. Eastern Time regardless of 

whether the security was opened by the 

primary listing exchange.28 Meanwhile, 

as noted above, other exchanges employ 

a contingent open at 9:45 a.m. Eastern 

Time.29 Market participants that wish to 

trade between 9:30 a.m. Eastern Time 

and the time the security is opened by 

the primary listing exchange may send 

their orders to these exchanges. 

Therefore, the proposed rule change 

should not impose any burden on 

intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

In addition, the Exchange does not 

believe the proposed rule change would 

impose an undue burden on intermarket 

competition between exchanges. The 

Exchange is not aware of any rule or 

regulation that requires an exchange to 

perform a Contingent Open or trade all 

securities for a full trading day. The 

Exchange simply proposes to wait until 

an equity security is open for trading by 

the primary listing market before it 

conducts its own Opening Process and 

begins to trade that security. As stated 

above, other exchanges begin to trade an 

equity security at 9:30 a.m. Eastern 

Time and those exchanges may enjoy 

some competitive advantage as a result 

of the proposed rule change. The 

Exchange understands that it may suffer 

the competitive disadvantage until the 

time it performs its Opening Process. 

However, the Exchange does not believe 

the amount of trading volume that may 

be directed away from the Exchange to 

these exchanges would cause an unfair 

burden on competition between it and 

its exchange competitors. This 

competitive dynamic exists today with 

regard to pre-market and post-market 

trading on exchanges. The Exchange 

does not currently compete for order 

flow pre or post market because it does 

not offer trading outside of Regular 

Trading Hours. Therefore, the proposed 

rule change does not introduce any new 

competitive issues between exchanges. 

Based on the above, the Exchange does 

not believe the proposed rule change 

would impose a burden on intermarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

Lastly, the Exchange’s proposal to 

make a corresponding change to remove 

a reference to the Contingent Open in 

the definition of Regular Trading 

Session in Exchange Rule 1901 will 

have no competitive impact because it 

is simply a corresponding change to 

ensure the Exchange’s rules are clear 

and continue to not include an 

ambiguities and references that could 

cause potential 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 

Pursuant to Section 19(b)(3)(A) of the 

Act 30 and Rule 19b–4(f)(6) 31

thereunder, the Exchange has 

designated this proposal as one that 

effects a change that: (i) does not 

significantly affect the protection of 

investors or the public interest; (ii) does 

not impose any significant burden on 

competition; and (iii) by its terms, does 

not become operative for 30 days after 

the date of the filing, or such shorter 

time as the Commission may designate 

if consistent with the protection of 

investors and the public interest.32

A proposed rule change filed under 

Rule 19b–4(f)(6) 33 normally does not 

become operative prior to 30 days after 

the date of the filing. However, Rule 

19b–4(f)(6)(iii) 34 permits the 

Commission to designate a shorter time 

if such action is consistent with the 

protection of investors and the public 

interest. The Exchange requests that the 

Commission waive the 30-day operative 

delay so that the proposal may become 

operative immediately upon filing. The 

Exchange states that matching orders at 

the midpoint of the NBBO after a 

security is open on the primary market, 

as occurs during the Exchange’s 

Opening Process, may better reflect the 

true market for the security than a 

midpoint execution during the 

Contingent Open, which may occur 

prior to the security being open on the 

primary listing market. The Exchange 

also states that waiver of the operative 

delay would not have a material impact 

on trading because: (i) the Exchange 

currently does not offer an early trading 

session and, therefore, the Contingent 

Open does not serve as a transition from 

an early trading session to a regular 

trading session; and (ii) the Exchange 

does not currently attract a material 

amount of order flow at the beginning 

of the trading day, and thus any impact 

by the Exchange not performing a 

Contingent Open would be minimal. 

Therefore, the Commission believes that 

waiver of the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. 

Accordingly, the Commission hereby 

waives the 30-day operative delay and 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 245 / Friday, December 22, 2023 / Notices 88693 

35For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

36 15 U.S.C. 78s(b)(2)(B). 

37 17 CFR 200.30–3(a)(12), 59. 

1Section 203A of the Act generally prohibits an 

investment adviser from registering with the 

Commission unless it meets certain requirements. 

See Advisers Act section 203A(a); 17 CFR 

275.203A–2. 2 17 CFR 200.30–5(e)(2). 

designates the proposed rule change 

operative upon filing.35

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 

under Section 19(b)(2)(B) of the Act 36 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–2023–71 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–2023–71. 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–2023–71 and should be 

submitted on or before January 12, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.37

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–28197 Filed 12–21–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IA–6507] 

Notice of Intention To Cancel 

Registration Pursuant to the 

Investment Advisers Act of 1940 

Notice is given that the Securities and 

Exchange Commission (the 

‘‘Commission’’) intends to issue an 

order, pursuant to section 203(h) of the 

Investment Advisers Act of 1940 (the 

‘‘Act’’), cancelling the registration of 

Vista Financial Advisors, LLC File No. 

801–122832, hereinafter referred to as 

the ‘‘registrant.’’ 

Section 203(h) provides, in pertinent 

part, that if the Commission finds that 

any person registered under section 203, 

or who has pending an application for 

registration filed under that section, is 

no longer in existence, is not engaged in 

business as an investment adviser, or is 

prohibited from registering as an 

investment adviser under section 203A, 

the Commission shall by order, cancel 

the registration of such person. 

The registrant indicated on its most 

recent Form ADV filing that it is a large 

advisory firm that has regulatory assets 

under management of $100 million or 

more.1 The Commission believes, based 

on the facts it has, that the registrant did 

not at the time of the Form ADV filing, 

and does not currently, maintain the 

required assets under management to 

remain registered with the Commission, 

nor does it appear eligible to register 

with the Commission pursuant to any 

other provision of the Advisers Act. 

Accordingly, the Commission believes 

that reasonable grounds exist for a 

finding that this registrant is no longer 

eligible to be registered with the 

Commission as an investment adviser 

and that the registration should be 

cancelled pursuant to section 203(h) of 

the Act. 

Notice is also given that any 

interested person may, by January 12, 

2024, at 5:30 p.m., submit to the 

Commission in writing a request for a 

hearing on the cancellation, 

accompanied by a statement as to the 

nature of his or her interest, the reason 

for such request, and the issues, if any, 

of fact or law proposed to be 

controverted, and he or she may request 

that he or she be notified if the 

Commission should order a hearing 

thereon. Any such communication 

should be emailed to the Commission’s 

Secretary at Secretarys-Office@sec.gov. 

At any time after January 12, 2024, the 

Commission may issue an order 

cancelling the registration, upon the 

basis of the information stated above, 

unless an order for a hearing on the 

cancellation shall be issued upon 

request or upon the Commission’s own 

motion. Persons who requested a 

hearing, or who requested to be advised 

as to whether a hearing is ordered, will 

receive any notices and orders issued in 

this matter, including the date of the 

hearing (if ordered) and any 

postponements thereof. 

Any adviser whose registration is 

cancelled under delegated authority 

may appeal that decision directly to the 

Commission in accordance with rules 

430 and 431 of the Commission’s rules 

of practice (17 CFR 201.430 and 431). 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. 

FOR FURTHER INFORMATION CONTACT: Asaf 

Barouk, Senior Counsel at 202–551– 

6999; SEC, Division of Investment 

Management, Office of Chief Counsel, 

100 F Street NE, Washington, DC 

20549–8549. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority.2

Dated: December 18, 2023. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–28212 Filed 12–21–23; 8:45 am] 

BILLING CODE 8011–01–P 


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