Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt the MIAX PEARL Equities Fee Schedule, 64559-64563 [2020-22477]

Download as PDF khammond on DSKJM1Z7X2PROD with NOTICES Federal Register / Vol. 85, No. 198 / Tuesday, October 13, 2020 / Notices operative delay and designates the proposal operative upon filing.27 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. Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principal office of NYSE Chicago. 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–NYSECHX–2020–28 and should be submitted on or before November 3, 2020. 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: For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.28 J. Matthew DeLesDernier, Assistant Secretary. 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– NYSECHX–2020–28 on the subject line. SECURITIES AND EXCHANGE COMMISSION 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–NYSECHX–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 (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, on business days between the hours of 10:00 a.m. and 3:00 p.m., located at 100 F Street NE, 27 For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule change’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Sep<11>2014 18:52 Oct 09, 2020 Jkt 253001 [FR Doc. 2020–22633 Filed 10–9–20; 8:45 am] BILLING CODE 8011–01–P [Release No. 34–90102; File No. SR– PEARL–2020–17] Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt the MIAX PEARL Equities Fee Schedule October 6, 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 September 24, 2020, MIAX PEARL, LLC (‘‘MIAX PEARL’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) a 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 adopt a fee schedule setting forth transaction fees and rebates for MIAX PEARL Equities, an equities trading facility of the Exchange (the ‘‘Fee Schedule’’).3 The proposed fees are 28 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Exchange Rule 1901. The Exchange notes that it submitted a separate filing with the Commission pursuant to Section 19(b)(3)(A) of the Act to adopt non-transaction fees. See SR–PEARL– 2020–18 (filed September 24, 2020). 64559 scheduled to become operative September 25, 2020. The text of the proposed rule change is available on the Exchange’s website at https://www.miaxoptions.com/rulefilings/pearl 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 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 On August 14, 2020, the Commission approved MIAX PEARL’s proposal to adopt rules governing the trading of equity securities on MIAX PEARL Equities.4 The purpose of the proposed rule change is to adopt the Fee Schedule, which would set forth fees and rebates for use of MIAX PEARL Equities. The Fee Schedule will apply equally to all market participants trading equity securities on and/or using services provided by MIAX PEARL Equities. The proposed fees are scheduled to become operative September 25, 2020. The Exchange will operate in a highly competitive market in which market participants can readily direct order flow to competing venues if they deem fee levels at a particular venue to be excessive or rebates/incentives to be insufficient. More specifically, the Exchange will be only one of several equities venues (including both registered exchanges and various alternative trading systems) to which market participants may direct their order flow and execute their trades. Indeed, equity trading is currently 1 15 PO 00000 Frm 00119 Fmt 4703 Sfmt 4703 4 See Securities Exchange Act Release No. 89563 (August 14, 2020), 85 FR 51510 (August 20, 2020) (SR–PEARL–2020–03) (Order Approving a Proposed Rule Change, as Modified by Amendment No. 1, To Establish Rules Governing the Trading of Equity Securities) (‘‘Approval Order’’). E:\FR\FM\13OCN1.SGM 13OCN1 64560 Federal Register / Vol. 85, No. 198 / Tuesday, October 13, 2020 / Notices dispersed across 16 exchanges,5 31 alternative trading systems,6 and numerous broker-dealer internalizers and wholesalers, all competing for order flow. Based on publicly available information, no single registered equities exchange currently has more than approximately 20% of total market share.7 Thus, in such a lowconcentrated and highly competitive market, no single equities trading venue possesses significant pricing power in the execution of trades, and, as it commences operations, the Exchange anticipates representing a very small percentage of the overall market. Proposed Transaction Fees and Rebates The Exchange proposes to adopt a simple maker/taker fee structure where it would generally provide a rebate to Equity Members 8 that add liquidity and charge a fee to Equity Members that remove liquidity. The amount of the proposed fees and rebates described below are competitive and designed to enable the Exchange to attract order flow and to compete with other equity exchanges and trading venues. The Exchange believes its proposed fee structure is consistent with those adopted by other exchanges that employ maker/taker pricing structures and is designed to encourage additional liquidity on the Exchange through competitive rebates and fees. The proposed fees and rebates would be set forth under Section (1)(a), Standard Rates, of the Fee Schedule. The Exchange proposes to adopt a simple fee structure where it would charge a single fee of $0.0028 per share for orders that remove liquidity in securities priced at or above $1.00. The Exchange proposes to provide a rebate of $0.0028 per share for orders that are displayed 9 on the MIAX PEARL Equities Book 10 and add liquidity in securities priced at or above $1.00.11 The Exchange proposes to provide a khammond on DSKJM1Z7X2PROD with NOTICES 5 See Cboe Global Markets, U.S Equities Market Volume Summary, available at https:// markets.cboe.com/us/equities/market_share/. 6 See FINRA ATS Transparency Data, available at https://otctransparency.finra.org/otctransparency/ AtsIssueData. A list of alternative trading systems registered with the Commission is available at https://www.sec.gov/foia/docs/atslist.htm. 7 See Cboe Global Markets U.S. Equities Market Volume Summary, available at https:// markets.cboe.com/us/equities/market_share/. 8 The term ‘‘Equity Member’’ means a Member authorized by the Exchange to transact business on MIAX PEARL Equities. See Exchange Rule 1901. 9 See Exchange Rule 2614(c)(3). 10 The term ‘‘MIAX PEARL Equities Book’’ shall mean the electronic book of orders in equity securities maintained by the System. See Exchange Rule 1901. 11 This pricing is referred to by the Exchange on the proposed Fee Schedule in the column titled ‘‘Adding Liquidity Displayed Order.’’ VerDate Sep<11>2014 18:52 Oct 09, 2020 Jkt 253001 rebate of $0.0022 per share for orders that are non-displayed 12 on the MIAX PEARL Equities Book and add liquidity in securities price at or above $1.00.13 The Exchange proposes that orders in securities priced below $1.00 would be free, regardless of whether they add or remove liquidity. All orders executed in the Exchange’s Opening and ReOpening processes 14 would also be free. The Exchange proposes to provide a higher rebate to displayed orders that add liquidity than non-displayed orders to incentivize displayed liquidity on the Exchange to encourage and facilitate price discovery and price information, which the Exchange believes benefits all Equity Members and investors. The Exchange also proposes to charge a flat fee for routed orders. Specifically, the Exchange proposes to charge $0.0030 per share for routed orders in securities priced at or above $1.00 and 0.30% of the dollar value for routed orders in securities priced below $1.00. These rates would be applicable to all routed orders that: (i) Are executed on an away market; and (ii) remove liquidity from the market to which it was routed (‘‘Routed Removed Volume’’). As described in Exchange Rule 2617(b), the Exchange uses unaffiliated routing broker-dealers to route orders to the away Trading Centers. All charges by the Exchange for routing are applicable only in the event that an order is executed; there is no charge for orders that are routed away from the Exchange but are not filled. The Exchange notes that the fees for routing relate to orders routed through an unaffiliated routing broker-dealer. Routing services offered by the Exchange and its unaffiliated routing broker-dealers are completely optional and market participants can readily select between various providers of routing services, including other exchanges and broker-dealers. General Notes The Exchange proposes to include a General Notes section at the beginning of the Fee Schedule. The purpose of the General Notes section is provide additional clarity to market participants within the Fee Schedule. The Exchange proposes to include the following General Notes that will be applicable to the entire Fee Schedule: • Rebates are indicated by parentheses ( ). 12 See Exchange Rule 2614(c)(4). 13 This pricing is referred to by the Exchange on the proposed Fee Schedule in the column titled ‘‘Adding Liquidity Non-Displayed Order.’’ 14 See Exchange Rule 2615 for a description of the Exchange’s Opening and Re-Opening Processes. PO 00000 Frm 00120 Fmt 4703 Sfmt 4703 • All references to ‘‘per share’’ mean ‘‘per share executed.’’ • Unless otherwise indicated, rebates and charges for adding, removing or routing liquidity are listed as per share rebates and charges. • Web CRD fees set forth in Section 2(c) of the MIAX PEARL Options Fee Schedule will be assessed on MIAX PEARL Equity Members (as applicable) and collected by FINRA. The Exchange notes that the proposed General Notes section is based on similar sections included in the fee schedules of other equities exchanges 15 and the Exchange believes that including a General Notes section in the beginning of the Fee Schedule makes the Fee Schedule more comprehensive and user-friendly 2. Statutory Basis The Exchange believes that its proposal to amend its Fee Schedule is consistent with Section 6(b) of the Act 16 in general, and furthers the objectives of Section 6(b)(4) of the Act 17 in particular, in that it is an equitable allocation of reasonable fees and other charges among its members and issuers and other persons using its facilities. The Exchange also believes the proposal furthers the objectives of Section 6(b)(5) of the Act in that it is designed to promote just and equitable principles of trade, 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 and is not designed to permit unfair discrimination between customers, issuers, brokers and dealers. Upon launch, the Exchange will operate in a highly fragmented and competitive market. The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. Market participants can readily direct order flow to competing venues if they deem fee levels at a particular venue to be excessive or rebates/ incentives to be insufficient. The Exchange believes that the proposed Fee Schedule reflects a simple and competitive pricing structure designed to incentivize market participants to add aggressively priced displayed liquidity and direct their order flow to the Exchange, which the Exchange believes 15 See Cboe BZX Exchange, Inc. Fee Schedule, General Notes section; Cboe BYX Exchange, Inc., General Notes section; Cboe EDGA Exchange, Inc., General Notes section; Cboe EDGX Exchange, Inc., General Notes section. 16 15 U.S.C. 78f(b). 17 15 U.S.C. 78f(b)(4) and (5). E:\FR\FM\13OCN1.SGM 13OCN1 Federal Register / Vol. 85, No. 198 / Tuesday, October 13, 2020 / Notices khammond on DSKJM1Z7X2PROD with NOTICES would promote price discovery and price formation and deepen liquidity that is subject to the Exchange’s transparency, regulation, and oversight as an exchange, thereby enhancing market quality to the benefit of all Members and investors. The Commission and the courts have repeatedly expressed their preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. In Regulation NMS, while adopting a series of steps to improve the current market model, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system ‘‘has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.’’ 18 As the Commission itself recognized, the market for trading services in NMS stocks has become ‘‘more fragmented and competitive.’’ 19 Indeed, equity trading is currently dispersed across 16 exchanges,20 31 alternative trading systems,21 and numerous broker-dealer internalizers and wholesalers, all competing for order flow. Based on publicly-available information, no single exchange currently has more than 20% market share (whether including or excluding auction volume).22 Therefore, no exchange possesses significant pricing power in the execution of equity order flow. More specifically, as noted earlier, the Exchange has yet to launch trading operations and thus has a market share of 0% of executed volume of equities trading. The Exchange has designed its proposed Fee Schedule to balance the need to attract order flow as a new exchange entrant with the desire to provide a simple fee structure to market participants. The Exchange believes its proposed structure enables the Exchange to compete for order flow. The Exchange believes that the ever-shifting market share among the exchanges from month to month demonstrates that market participants can shift order flow, or discontinue to reduce use of certain categories of products, in response to fee changes. With respect to nonmarketable order which provide liquidity on an 18 See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496 (June 29, 2005) (File No. S7–10–04) (‘‘Regulation NMS’’). 19 See Securities Exchange Act Release No. 82873 (March 14, 2018), 83 FR 13008 (March 26, 2018) (File No. S7–05–18) (Transaction Fee Pilot for NMS Stocks). 20 See supra note 5. 21 See supra note 6. 22 See supra note 5. VerDate Sep<11>2014 18:52 Oct 09, 2020 Jkt 253001 Exchange, Equity Members can choose from any one of the 16 currently operating registered exchanges to route such order flow. Accordingly, competitive forces reasonably constrain exchange transaction fees that relate to orders that would provide displayed liquidity on an exchange. Stated otherwise, changes to exchange transaction fees can have a direct effect on the ability of an exchange to compete for order flow. Given this competitive environment, the Exchange’s proposed transaction fees and rebates represent a reasonable attempt to attract order flow to a new exchange entrant. The Exchange believes the proposed transaction fees and rebates on MIAX PEARL Equities are reasonable, equitable and not unfairly discriminatory. The Exchange notes that it proposes a simple fee structure, with a standard fee and rebate structure for displayed and non-displayed orders priced at or above $1.00, while also providing executions in securities priced below $1.00 and those that occur in the Exchange’s Opening and ReOpening processes free of charge. This fee structure is designed to allow the Exchange to attract order flow from day one while providing market participants with a clear and concise Fee Schedule. MIAX PEARL Equities will operate within a highly competitive market in which market participants can readily send order flow to several other competing venues if, among other things, they deem fees at a particular venue to be unreasonable or excessive. The proposed fee structure is intended to attract order flow to MIAX PEARL, not only from the established incumbent exchanges that have fee structures that are highly tailored to attract order flow from specific types of market participants, but also new exchanges with similar fee structures as proposed herein. The Exchange believes its proposed fee of $0.0028 per share for orders that remove liquidity in securities priced above $1.00 is reasonable, equitable and not unfairly discriminatory because it will apply to all orders from all market participants and regardless of whether they are displayed or non-displayed. The Exchange notes that this fee is also comparable to or lower than the standard fee to remove liquidity charged by other exchanges.23 23 For example, the New York Stock Exchange trading fee schedule on its public website reflects fees to ‘‘take’’ liquidity ranging from $0.0024– $0.00275 depending on the type of market participant, order and execution; see https:// www.nyse.com/markets/nyse/trading-info/fees. The Nasdaq Stock Market trading fee schedule on its public website reflects standard fees to ‘‘remove’’ PO 00000 Frm 00121 Fmt 4703 Sfmt 4703 64561 The Exchange believes that it is appropriate, reasonable, and consistent with the Act to provide a standard rebate of $0.0028 per share for displayed orders that add liquidity in securities priced at or above $1.00 because this rebate is consistent with transaction rebates provided by other exchanges.24 The Exchange further believes that this rebate structure is equitably allocated and not unfairly discriminatory because it applies equally to all Equity Members. The Exchange believes that charging a fee to the Equity Member removing liquidity, and providing a rebate to the Equity Member adding liquidity, is reasonable, equitable and not unfairly discriminatory because it incentivizes liquidity provision on the Exchange. The Exchange also notes that several other exchanges charge fees for removing liquidity and provide rebates for adding liquidity, and that this aspect of the Exchange’s proposed Fee Schedule does not raise any new or novel issues that have not previously been considered by the Commission in connection with the fees and rebates of other exchanges.25 The Exchange also believes that it is reasonable, equitable and not unfairly discriminatory to provide a higher rebate to displayed orders that add liquidity than to non-displayed orders as this rebate structure is designed to incentivize Equity Members to send the Exchange displayable orders, thereby contributing to price discovery and price formation, consistent with the liquidity of $0.0030 per share for shares executed at or above $1.00 or 0.30% of total dollar volume for shares executed below $1.00; see https:// nasdaqtrader.com/ Trader.aspx?id=PriceListTrading2. The Cboe BZX trading fee schedule on its public website reflects standard fees for ‘‘removing’’ liquidity of $0.0030 for shares executed at or above $1.00 or 0.30% of total dollar volume for shares executed below $1.00; see https://markets.cboe.com/us/equities/ membership/fee_schedule/bzx/. 24 For example, the New York Stock Exchange trading fee schedule on its public website reflects a standard rebate for ‘‘adding’’ liquidity of $0.0012 for shares executed at or above $1.00, with various tiers that provide the ability of a firm to receive a rebate of $0.0029 per share or higher; see https:// www.nyse.com/markets/nyse/trading-info/fees. The Nasdaq Stock Market trading fee schedule on its public website reflects a standard rebate for ‘‘adding’’ liquidity for shares executed at or above $1.00 of $0.0020 in Tape A and B securities and $0.0015 in Tape C securities, with various tiers that provide the ability of a firm to receive a rebate of $0.0029 per share or higher; see https:// nasdaqtrader.com/ Trader.aspx?id=PriceListTrading2. The Cboe BZX trading fee schedule on its public website reflects a standard rebate for ‘‘adding’’ liquidity of $0.0020 for shares executed at or above $1.00, with various tiers that provide the ability of a firm to receive a rebate of $0.0029 per share or higher; see https:// markets.cboe.com/us/equities/membership/fee_ schedule/bzx/. 25 See supra notes 23 and 24. E:\FR\FM\13OCN1.SGM 13OCN1 64562 Federal Register / Vol. 85, No. 198 / Tuesday, October 13, 2020 / Notices overall goal of enhancing market quality. Moreover, the Exchange notes that there is precedent for exchanges to provide rebates that distinguish between displayed and non-displayed volume to incentivize displayed orders and facilitate price discovery.26 The Exchange believes its proposal to not charge transaction fees that occur as part of the Exchange’s Opening and ReOpening or in securities priced below $1.00 is reasonable, equitable and not unfairly discriminatory because it will incentivize Equity Members to send greater order flow to the Exchange in these scenarios, potentially providing greater liquidity on the Exchange. In addition, the Exchange believes that its proposal to not charge these fees is fair and equitable because it provides certainty for Equity Members with respect to execution costs across all trades, including trades occurring as part of the Exchange’s Opening and ReOpening and trades in securities priced below $1.00. The Exchange also believes that this proposal is nondiscriminatory because it will apply equally to all Equity Members. With respect to orders routed to other markets, the Exchange also believes that it is appropriate, reasonable, and consistent with the Act to charge a standard fee for routed orders because this fee is similar to the fees charged by other exchanges for routed orders that remove liquidity from the destination market.27 The Exchange’s initial fee for routing is intended to be a simple and transparent fee for Equity Members that wish to use routing services provided by the Exchange. The Exchange reiterates that the routing services offered by the Exchange and its unaffiliated routing broker-dealers are completely optional and that the Exchange operates in a highly competitive market in which market participants can readily select between various providers of routing services with different product offerings and different pricing. The Exchange believes that its flat fee structure for orders routed to all away venues is a fair and equitable approach to pricing, as it will provide certainty with respect to khammond on DSKJM1Z7X2PROD with NOTICES 26 Id. 27 For example, the New York Stock Exchange trading fee schedule on its public website reflects a standard fee for routing of $0.0035, with a tier that provides a firm the ability to pay a reduced routing fee of $0.0030; see https://www.nyse.com/markets/ nyse/trading-info/fees. The Nasdaq Stock Market trading fee schedule on its public website reflects a standard routing fee of $0.0030; see https:// nasdaqtrader.com/ Trader.aspx?id=PriceListTrading2. The Cboe BZX trading fee schedule on its public website reflects a standard fee for routing of $0.0030; see https:// markets.cboe.com/us/equities/membership/fee_ schedule/bzx/. VerDate Sep<11>2014 18:52 Oct 09, 2020 Jkt 253001 execution fees. As a general matter, the Exchange believes that the proposed fees will allow it to recoup and cover its costs of providing routing services. The Exchange also believes the standard fee for Routed Removed Volume is an equitable and not an unfairly discriminatory allocation of fees because it applies equally to all Equity Members. The Exchange believes its proposal to include a General Notes section in the Fee Schedule promotes just and equitable principles of trade, removes impediments to and perfects the mechanism of a free and open market and a national market system, and, in general protects investors and the public interest and is not designed to permit unfair discrimination between customers, issuers, brokers and dealers. The Exchange believes that the proposal to adopt a General Notes section in the beginning of the Fee Schedule will provide greater clarity to Equity Members, non-Members, market participants and the public regarding the Exchange’s fees and rebates, and it is in the public interest for the Fee Schedule to be transparent, comprehensive and user-friendly so as to eliminate the potential for confusion. In conclusion, the Exchange also submits that its proposed fee structure satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of the Act for the reasons discussed above in that it provides for the equitable allocation of reasonable dues, fees and other charges among its Members and other persons using its facilities, does not permit unfair discrimination between customers, issuers, brokers, or dealers, and is designed to promote just and equitable principles of trade, 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, particularly as the proposal neither targets nor will it have a disparate impact on any particular category of market participant. As described more fully below in the Exchange’s statement regarding the burden on competition, the Exchange believes that it is subject to significant competitive forces, and that its proposed fee and rebate structure is an appropriate effort to address such forces. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. Rather, the PO 00000 Frm 00122 Fmt 4703 Sfmt 4703 Exchange believes that the proposed change would encourage the submission of additional order flow to a public exchange, thereby promoting market depth, execution incentives and enhanced execution opportunities, as well as price discovery and transparency for all Equity Members and non-Members. As a result, the Exchange believes that the proposed change furthers the Commission’s goal in adopting Regulation NMS of fostering competition among orders, which promotes ‘‘more efficient pricing of individual stocks for all types of orders, large and small.’’ 28 The Exchange does not believe that the proposed rule change will impose any burden on intermarket competition that is not necessary or appropriate in furtherance of the purposes of the Act. To the contrary, the Exchange believes that the proposed pricing structure will increase competition and is intended to draw volume to the Exchange as it commences operations. The Exchange believes that the ever-shifting market share among the exchanges from month to month demonstrates that market participants can shift order flow or discontinue to reduce use of certain categories of products, in response to new or different pricing structures being introduced into the market. Accordingly, competitive forces constrain the Exchange’s transaction fees and rebates, and market participants can readily trade on competing venues if they deem pricing levels at those other venues to be more favorable. As a new exchange, the Exchange expects to face intense competition from existing exchanges and other non-exchange venues that provide markets for equities trading. With respect to the Exchange’s initial pricing whereby it will operate with a neutral net capture with respect to transactions being executed on MIAX PEARL Equities, the Exchange is proposing this pricing initially upon its launch and for a limited time thereafter in an effort to encourage market participants to join, connect to, and participate on the Exchange. The Exchange expects to modify its pricing structure after it has gained sufficient participation from market participants to eliminate the neutral net capture and instead be profitable with respect to such transactions. Although this pricing incentive is intended to attract liquidity to the Exchange, most other exchanges in operation today already offer multiple incentives to their participants, including tiered pricing that provides higher rebates or discounted executions, 28 See E:\FR\FM\13OCN1.SGM supra note 18. 13OCN1 Federal Register / Vol. 85, No. 198 / Tuesday, October 13, 2020 / Notices khammond on DSKJM1Z7X2PROD with NOTICES and other exchanges will be able to modify such incentives in order to compete with the Exchange. With respect to the specific pricing resulting in the neutral net capture, the Exchange also notes that the proposed fee to remove liquidity is neither the lowest fee in the market today 29 nor is the proposed rebate provided to adding liquidity the highest rebate in the market today.30 Accordingly, with respect to a participant deciding to either submit an order to add liquidity or seeking to remove liquidity, there are multiple exchanges that will continue to be competitively priced for such orders when compared to the Exchange’s pricing. Further, while pricing incentives do cause shifts of liquidity between trading centers, market participants make determinations on where to provide liquidity or route orders to take liquidity based on factors other than pricing, including technology, functionality, and other considerations. Consequently, the Exchange believes that the degree to which its fees and rebates could impose any burden on competition is extremely limited, and does not believe that such fees would burden competition of Equity Members or competing venues in a manner that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange does not believe that the proposed rule change will impose any burden on intramarket competition that is not necessary or appropriate in furtherance of the purposes of the Act because the proposed fees and rebates apply equally to all Equity Members. The proposed pricing structure is intended to encourage market participants to add liquidity to the Exchange by providing rebates that are comparable to those offered by other exchanges as well as to provide a competitive rate charged for removing liquidity, which the Exchange believes will help to encourage Equity Members to send orders to the Exchange to the benefit of all Exchange participants. As the proposed rates are equally applicable to all market participants, the Exchange does not 29 For example, the Investors Exchange fee schedule on its public website reflects standard fees for matched liquidity of $0.0009 for shares executed at or above $1.00, which would apply to all orders removing liquidity; see https://iextrading.com/ trading/fees/. Other markets offering ‘‘taker/maker’’ pricing provide rebates to provide liquidity; see, e.g., Nasdaq BX fee schedule, at https:// www.nasdaqtrader.com/Trader.aspx?id=bx_pricing; Cboe BYX fee schedule at https:// markets.cboe.com/us/equities/membership/fee_ schedule/byx/. 30 See supra note 24. VerDate Sep<11>2014 18:52 Oct 09, 2020 Jkt 253001 believe there is any burden on intramarket competition. 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 The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act,31 and Rule 19b–4(f)(2) 32 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–2020–17 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–2020–17. 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 Number SR–PEARL–2020–17 and should be submitted on or before November 3, 2020. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.33 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–22477 Filed 10–9–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–90118; File No. SR– CboeBZX–2020–053] Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade Shares of the 2x Long VIX Futures ETF, a Series of VS Trust, Under Rule 14.11(f)(4) (Trust Issued Receipts) October 7, 2020. I. Introduction On June 23, 2020, Cboe BZX Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’) 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 list and trade shares (‘‘Shares’’) of the 2x Long VIX Futures ETF (‘‘Fund’’), a Series of VS Trust 33 17 31 15 U.S.C. 78s(b)(3)(A)(ii). 32 17 CFR 240.19b–4(f)(2). PO 00000 Frm 00123 Fmt 4703 Sfmt 4703 64563 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 E:\FR\FM\13OCN1.SGM 13OCN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 85, Number 198 (Tuesday, October 13, 2020)]
[Notices]
[Pages 64559-64563]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-22477]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90102; File No. SR-PEARL-2020-17]


Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Adopt the MIAX 
PEARL Equities Fee Schedule

October 6, 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 September 24, 2020, MIAX PEARL, LLC (``MIAX PEARL'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') a 
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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange is filing a proposal to adopt a fee schedule setting 
forth transaction fees and rebates for MIAX PEARL Equities, an equities 
trading facility of the Exchange (the ``Fee Schedule'').\3\ The 
proposed fees are scheduled to become operative September 25, 2020.
---------------------------------------------------------------------------

    \3\ See Exchange Rule 1901. The Exchange notes that it submitted 
a separate filing with the Commission pursuant to Section 
19(b)(3)(A) of the Act to adopt non-transaction fees. See SR-PEARL-
2020-18 (filed September 24, 2020).
---------------------------------------------------------------------------

    The text of the proposed rule change is available on the Exchange's 
website at https://www.miaxoptions.com/rule-filings/pearl 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 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
    On August 14, 2020, the Commission approved MIAX PEARL's proposal 
to adopt rules governing the trading of equity securities on MIAX PEARL 
Equities.\4\
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 89563 (August 14, 
2020), 85 FR 51510 (August 20, 2020) (SR-PEARL-2020-03) (Order 
Approving a Proposed Rule Change, as Modified by Amendment No. 1, To 
Establish Rules Governing the Trading of Equity Securities) 
(``Approval Order'').
---------------------------------------------------------------------------

    The purpose of the proposed rule change is to adopt the Fee 
Schedule, which would set forth fees and rebates for use of MIAX PEARL 
Equities. The Fee Schedule will apply equally to all market 
participants trading equity securities on and/or using services 
provided by MIAX PEARL Equities. The proposed fees are scheduled to 
become operative September 25, 2020.
    The Exchange will operate in a highly competitive market in which 
market participants can readily direct order flow to competing venues 
if they deem fee levels at a particular venue to be excessive or 
rebates/incentives to be insufficient. More specifically, the Exchange 
will be only one of several equities venues (including both registered 
exchanges and various alternative trading systems) to which market 
participants may direct their order flow and execute their trades. 
Indeed, equity trading is currently

[[Page 64560]]

dispersed across 16 exchanges,\5\ 31 alternative trading systems,\6\ 
and numerous broker-dealer internalizers and wholesalers, all competing 
for order flow. Based on publicly available information, no single 
registered equities exchange currently has more than approximately 20% 
of total market share.\7\ Thus, in such a low-concentrated and highly 
competitive market, no single equities trading venue possesses 
significant pricing power in the execution of trades, and, as it 
commences operations, the Exchange anticipates representing a very 
small percentage of the overall market.
---------------------------------------------------------------------------

    \5\ See Cboe Global Markets, U.S Equities Market Volume Summary, 
available at https://markets.cboe.com/us/equities/market_share/.
    \6\ See FINRA ATS Transparency Data, available at https://otctransparency.finra.org/otctransparency/AtsIssueData. A list of 
alternative trading systems registered with the Commission is 
available at https://www.sec.gov/foia/docs/atslist.htm.
    \7\ See Cboe Global Markets U.S. Equities Market Volume Summary, 
available at https://markets.cboe.com/us/equities/market_share/.
---------------------------------------------------------------------------

Proposed Transaction Fees and Rebates
    The Exchange proposes to adopt a simple maker/taker fee structure 
where it would generally provide a rebate to Equity Members \8\ that 
add liquidity and charge a fee to Equity Members that remove liquidity. 
The amount of the proposed fees and rebates described below are 
competitive and designed to enable the Exchange to attract order flow 
and to compete with other equity exchanges and trading venues. The 
Exchange believes its proposed fee structure is consistent with those 
adopted by other exchanges that employ maker/taker pricing structures 
and is designed to encourage additional liquidity on the Exchange 
through competitive rebates and fees. The proposed fees and rebates 
would be set forth under Section (1)(a), Standard Rates, of the Fee 
Schedule.
---------------------------------------------------------------------------

    \8\ The term ``Equity Member'' means a Member authorized by the 
Exchange to transact business on MIAX PEARL Equities. See Exchange 
Rule 1901.
---------------------------------------------------------------------------

    The Exchange proposes to adopt a simple fee structure where it 
would charge a single fee of $0.0028 per share for orders that remove 
liquidity in securities priced at or above $1.00. The Exchange proposes 
to provide a rebate of $0.0028 per share for orders that are displayed 
\9\ on the MIAX PEARL Equities Book \10\ and add liquidity in 
securities priced at or above $1.00.\11\ The Exchange proposes to 
provide a rebate of $0.0022 per share for orders that are non-displayed 
\12\ on the MIAX PEARL Equities Book and add liquidity in securities 
price at or above $1.00.\13\ The Exchange proposes that orders in 
securities priced below $1.00 would be free, regardless of whether they 
add or remove liquidity. All orders executed in the Exchange's Opening 
and Re-Opening processes \14\ would also be free.
---------------------------------------------------------------------------

    \9\ See Exchange Rule 2614(c)(3).
    \10\ The term ``MIAX PEARL Equities Book'' shall mean the 
electronic book of orders in equity securities maintained by the 
System. See Exchange Rule 1901.
    \11\ This pricing is referred to by the Exchange on the proposed 
Fee Schedule in the column titled ``Adding Liquidity Displayed 
Order.''
    \12\ See Exchange Rule 2614(c)(4).
    \13\ This pricing is referred to by the Exchange on the proposed 
Fee Schedule in the column titled ``Adding Liquidity Non-Displayed 
Order.''
    \14\ See Exchange Rule 2615 for a description of the Exchange's 
Opening and Re-Opening Processes.
---------------------------------------------------------------------------

    The Exchange proposes to provide a higher rebate to displayed 
orders that add liquidity than non-displayed orders to incentivize 
displayed liquidity on the Exchange to encourage and facilitate price 
discovery and price information, which the Exchange believes benefits 
all Equity Members and investors.
    The Exchange also proposes to charge a flat fee for routed orders. 
Specifically, the Exchange proposes to charge $0.0030 per share for 
routed orders in securities priced at or above $1.00 and 0.30% of the 
dollar value for routed orders in securities priced below $1.00. These 
rates would be applicable to all routed orders that: (i) Are executed 
on an away market; and (ii) remove liquidity from the market to which 
it was routed (``Routed Removed Volume''). As described in Exchange 
Rule 2617(b), the Exchange uses unaffiliated routing broker-dealers to 
route orders to the away Trading Centers. All charges by the Exchange 
for routing are applicable only in the event that an order is executed; 
there is no charge for orders that are routed away from the Exchange 
but are not filled. The Exchange notes that the fees for routing relate 
to orders routed through an unaffiliated routing broker-dealer. Routing 
services offered by the Exchange and its unaffiliated routing broker-
dealers are completely optional and market participants can readily 
select between various providers of routing services, including other 
exchanges and broker-dealers.
General Notes
    The Exchange proposes to include a General Notes section at the 
beginning of the Fee Schedule. The purpose of the General Notes section 
is provide additional clarity to market participants within the Fee 
Schedule. The Exchange proposes to include the following General Notes 
that will be applicable to the entire Fee Schedule:
     Rebates are indicated by parentheses ( ).
     All references to ``per share'' mean ``per share 
executed.''
     Unless otherwise indicated, rebates and charges for 
adding, removing or routing liquidity are listed as per share rebates 
and charges.
     Web CRD fees set forth in Section 2(c) of the MIAX PEARL 
Options Fee Schedule will be assessed on MIAX PEARL Equity Members (as 
applicable) and collected by FINRA.
    The Exchange notes that the proposed General Notes section is based 
on similar sections included in the fee schedules of other equities 
exchanges \15\ and the Exchange believes that including a General Notes 
section in the beginning of the Fee Schedule makes the Fee Schedule 
more comprehensive and user-friendly
---------------------------------------------------------------------------

    \15\ See Cboe BZX Exchange, Inc. Fee Schedule, General Notes 
section; Cboe BYX Exchange, Inc., General Notes section; Cboe EDGA 
Exchange, Inc., General Notes section; Cboe EDGX Exchange, Inc., 
General Notes section.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposal to amend its Fee Schedule 
is consistent with Section 6(b) of the Act \16\ in general, and 
furthers the objectives of Section 6(b)(4) of the Act \17\ in 
particular, in that it is an equitable allocation of reasonable fees 
and other charges among its members and issuers and other persons using 
its facilities. The Exchange also believes the proposal furthers the 
objectives of Section 6(b)(5) of the Act in that it is designed to 
promote just and equitable principles of trade, 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 and is not designed to permit unfair discrimination between 
customers, issuers, brokers and dealers.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    Upon launch, the Exchange will operate in a highly fragmented and 
competitive market. The Commission has repeatedly expressed its 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. Market 
participants can readily direct order flow to competing venues if they 
deem fee levels at a particular venue to be excessive or rebates/
incentives to be insufficient. The Exchange believes that the proposed 
Fee Schedule reflects a simple and competitive pricing structure 
designed to incentivize market participants to add aggressively priced 
displayed liquidity and direct their order flow to the Exchange, which 
the Exchange believes

[[Page 64561]]

would promote price discovery and price formation and deepen liquidity 
that is subject to the Exchange's transparency, regulation, and 
oversight as an exchange, thereby enhancing market quality to the 
benefit of all Members and investors.
    The Commission and the courts have repeatedly expressed their 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. In Regulation 
NMS, while adopting a series of steps to improve the current market 
model, the Commission highlighted the importance of market forces in 
determining prices and SRO revenues and, also, recognized that current 
regulation of the market system ``has been remarkably successful in 
promoting market competition in its broader forms that are most 
important to investors and listed companies.'' \18\
---------------------------------------------------------------------------

    \18\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496 (June 29, 2005) (File No. S7-10-04) (``Regulation 
NMS'').
---------------------------------------------------------------------------

    As the Commission itself recognized, the market for trading 
services in NMS stocks has become ``more fragmented and competitive.'' 
\19\ Indeed, equity trading is currently dispersed across 16 
exchanges,\20\ 31 alternative trading systems,\21\ and numerous broker-
dealer internalizers and wholesalers, all competing for order flow. 
Based on publicly-available information, no single exchange currently 
has more than 20% market share (whether including or excluding auction 
volume).\22\ Therefore, no exchange possesses significant pricing power 
in the execution of equity order flow. More specifically, as noted 
earlier, the Exchange has yet to launch trading operations and thus has 
a market share of 0% of executed volume of equities trading.
---------------------------------------------------------------------------

    \19\ See Securities Exchange Act Release No. 82873 (March 14, 
2018), 83 FR 13008 (March 26, 2018) (File No. S7-05-18) (Transaction 
Fee Pilot for NMS Stocks).
    \20\ See supra note 5.
    \21\ See supra note 6.
    \22\ See supra note 5.
---------------------------------------------------------------------------

    The Exchange has designed its proposed Fee Schedule to balance the 
need to attract order flow as a new exchange entrant with the desire to 
provide a simple fee structure to market participants. The Exchange 
believes its proposed structure enables the Exchange to compete for 
order flow. The Exchange believes that the ever-shifting market share 
among the exchanges from month to month demonstrates that market 
participants can shift order flow, or discontinue to reduce use of 
certain categories of products, in response to fee changes. With 
respect to nonmarketable order which provide liquidity on an Exchange, 
Equity Members can choose from any one of the 16 currently operating 
registered exchanges to route such order flow. Accordingly, competitive 
forces reasonably constrain exchange transaction fees that relate to 
orders that would provide displayed liquidity on an exchange. Stated 
otherwise, changes to exchange transaction fees can have a direct 
effect on the ability of an exchange to compete for order flow. Given 
this competitive environment, the Exchange's proposed transaction fees 
and rebates represent a reasonable attempt to attract order flow to a 
new exchange entrant.
    The Exchange believes the proposed transaction fees and rebates on 
MIAX PEARL Equities are reasonable, equitable and not unfairly 
discriminatory. The Exchange notes that it proposes a simple fee 
structure, with a standard fee and rebate structure for displayed and 
non-displayed orders priced at or above $1.00, while also providing 
executions in securities priced below $1.00 and those that occur in the 
Exchange's Opening and Re-Opening processes free of charge. This fee 
structure is designed to allow the Exchange to attract order flow from 
day one while providing market participants with a clear and concise 
Fee Schedule.
    MIAX PEARL Equities will operate within a highly competitive market 
in which market participants can readily send order flow to several 
other competing venues if, among other things, they deem fees at a 
particular venue to be unreasonable or excessive. The proposed fee 
structure is intended to attract order flow to MIAX PEARL, not only 
from the established incumbent exchanges that have fee structures that 
are highly tailored to attract order flow from specific types of market 
participants, but also new exchanges with similar fee structures as 
proposed herein.
    The Exchange believes its proposed fee of $0.0028 per share for 
orders that remove liquidity in securities priced above $1.00 is 
reasonable, equitable and not unfairly discriminatory because it will 
apply to all orders from all market participants and regardless of 
whether they are displayed or non-displayed. The Exchange notes that 
this fee is also comparable to or lower than the standard fee to remove 
liquidity charged by other exchanges.\23\
---------------------------------------------------------------------------

    \23\ For example, the New York Stock Exchange trading fee 
schedule on its public website reflects fees to ``take'' liquidity 
ranging from $0.0024-$0.00275 depending on the type of market 
participant, order and execution; see https://www.nyse.com/markets/nyse/trading-info/fees. The Nasdaq Stock Market trading fee schedule 
on its public website reflects standard fees to ``remove'' liquidity 
of $0.0030 per share for shares executed at or above $1.00 or 0.30% 
of total dollar volume for shares executed below $1.00; see https://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2. The Cboe BZX 
trading fee schedule on its public website reflects standard fees 
for ``removing'' liquidity of $0.0030 for shares executed at or 
above $1.00 or 0.30% of total dollar volume for shares executed 
below $1.00; see https://markets.cboe.com/us/equities/membership/fee_schedule/bzx/.
---------------------------------------------------------------------------

    The Exchange believes that it is appropriate, reasonable, and 
consistent with the Act to provide a standard rebate of $0.0028 per 
share for displayed orders that add liquidity in securities priced at 
or above $1.00 because this rebate is consistent with transaction 
rebates provided by other exchanges.\24\ The Exchange further believes 
that this rebate structure is equitably allocated and not unfairly 
discriminatory because it applies equally to all Equity Members. The 
Exchange believes that charging a fee to the Equity Member removing 
liquidity, and providing a rebate to the Equity Member adding 
liquidity, is reasonable, equitable and not unfairly discriminatory 
because it incentivizes liquidity provision on the Exchange. The 
Exchange also notes that several other exchanges charge fees for 
removing liquidity and provide rebates for adding liquidity, and that 
this aspect of the Exchange's proposed Fee Schedule does not raise any 
new or novel issues that have not previously been considered by the 
Commission in connection with the fees and rebates of other 
exchanges.\25\
---------------------------------------------------------------------------

    \24\ For example, the New York Stock Exchange trading fee 
schedule on its public website reflects a standard rebate for 
``adding'' liquidity of $0.0012 for shares executed at or above 
$1.00, with various tiers that provide the ability of a firm to 
receive a rebate of $0.0029 per share or higher; see https://www.nyse.com/markets/nyse/trading-info/fees. The Nasdaq Stock Market 
trading fee schedule on its public website reflects a standard 
rebate for ``adding'' liquidity for shares executed at or above 
$1.00 of $0.0020 in Tape A and B securities and $0.0015 in Tape C 
securities, with various tiers that provide the ability of a firm to 
receive a rebate of $0.0029 per share or higher; see https://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2. The Cboe BZX 
trading fee schedule on its public website reflects a standard 
rebate for ``adding'' liquidity of $0.0020 for shares executed at or 
above $1.00, with various tiers that provide the ability of a firm 
to receive a rebate of $0.0029 per share or higher; see https://markets.cboe.com/us/equities/membership/fee_schedule/bzx/.
    \25\ See supra notes 23 and 24.
---------------------------------------------------------------------------

    The Exchange also believes that it is reasonable, equitable and not 
unfairly discriminatory to provide a higher rebate to displayed orders 
that add liquidity than to non-displayed orders as this rebate 
structure is designed to incentivize Equity Members to send the 
Exchange displayable orders, thereby contributing to price discovery 
and price formation, consistent with the

[[Page 64562]]

overall goal of enhancing market quality. Moreover, the Exchange notes 
that there is precedent for exchanges to provide rebates that 
distinguish between displayed and non-displayed volume to incentivize 
displayed orders and facilitate price discovery.\26\
---------------------------------------------------------------------------

    \26\ Id.
---------------------------------------------------------------------------

    The Exchange believes its proposal to not charge transaction fees 
that occur as part of the Exchange's Opening and Re-Opening or in 
securities priced below $1.00 is reasonable, equitable and not unfairly 
discriminatory because it will incentivize Equity Members to send 
greater order flow to the Exchange in these scenarios, potentially 
providing greater liquidity on the Exchange. In addition, the Exchange 
believes that its proposal to not charge these fees is fair and 
equitable because it provides certainty for Equity Members with respect 
to execution costs across all trades, including trades occurring as 
part of the Exchange's Opening and Re-Opening and trades in securities 
priced below $1.00. The Exchange also believes that this proposal is 
nondiscriminatory because it will apply equally to all Equity Members.
    With respect to orders routed to other markets, the Exchange also 
believes that it is appropriate, reasonable, and consistent with the 
Act to charge a standard fee for routed orders because this fee is 
similar to the fees charged by other exchanges for routed orders that 
remove liquidity from the destination market.\27\ The Exchange's 
initial fee for routing is intended to be a simple and transparent fee 
for Equity Members that wish to use routing services provided by the 
Exchange. The Exchange reiterates that the routing services offered by 
the Exchange and its unaffiliated routing broker-dealers are completely 
optional and that the Exchange operates in a highly competitive market 
in which market participants can readily select between various 
providers of routing services with different product offerings and 
different pricing. The Exchange believes that its flat fee structure 
for orders routed to all away venues is a fair and equitable approach 
to pricing, as it will provide certainty with respect to execution 
fees. As a general matter, the Exchange believes that the proposed fees 
will allow it to recoup and cover its costs of providing routing 
services. The Exchange also believes the standard fee for Routed 
Removed Volume is an equitable and not an unfairly discriminatory 
allocation of fees because it applies equally to all Equity Members.
---------------------------------------------------------------------------

    \27\ For example, the New York Stock Exchange trading fee 
schedule on its public website reflects a standard fee for routing 
of $0.0035, with a tier that provides a firm the ability to pay a 
reduced routing fee of $0.0030; see https://www.nyse.com/markets/nyse/trading-info/fees. The Nasdaq Stock Market trading fee schedule 
on its public website reflects a standard routing fee of $0.0030; 
see https://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2. The 
Cboe BZX trading fee schedule on its public website reflects a 
standard fee for routing of $0.0030; see https://markets.cboe.com/us/equities/membership/fee_schedule/bzx/.
---------------------------------------------------------------------------

    The Exchange believes its proposal to include a General Notes 
section in the Fee Schedule promotes just and equitable principles of 
trade, removes impediments to and perfects the mechanism of a free and 
open market and a national market system, and, in general protects 
investors and the public interest and is not designed to permit unfair 
discrimination between customers, issuers, brokers and dealers. The 
Exchange believes that the proposal to adopt a General Notes section in 
the beginning of the Fee Schedule will provide greater clarity to 
Equity Members, non-Members, market participants and the public 
regarding the Exchange's fees and rebates, and it is in the public 
interest for the Fee Schedule to be transparent, comprehensive and 
user-friendly so as to eliminate the potential for confusion.
    In conclusion, the Exchange also submits that its proposed fee 
structure satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of 
the Act for the reasons discussed above in that it provides for the 
equitable allocation of reasonable dues, fees and other charges among 
its Members and other persons using its facilities, does not permit 
unfair discrimination between customers, issuers, brokers, or dealers, 
and is designed to promote just and equitable principles of trade, 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, particularly as the proposal neither targets 
nor will it have a disparate impact on any particular category of 
market participant. As described more fully below in the Exchange's 
statement regarding the burden on competition, the Exchange believes 
that it is subject to significant competitive forces, and that its 
proposed fee and rebate structure is an appropriate effort to address 
such forces.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. Rather, the Exchange believes 
that the proposed change would encourage the submission of additional 
order flow to a public exchange, thereby promoting market depth, 
execution incentives and enhanced execution opportunities, as well as 
price discovery and transparency for all Equity Members and non-
Members. As a result, the Exchange believes that the proposed change 
furthers the Commission's goal in adopting Regulation NMS of fostering 
competition among orders, which promotes ``more efficient pricing of 
individual stocks for all types of orders, large and small.'' \28\
---------------------------------------------------------------------------

    \28\ See supra note 18.
---------------------------------------------------------------------------

    The Exchange does not believe that the proposed rule change will 
impose any burden on intermarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. To the contrary, 
the Exchange believes that the proposed pricing structure will increase 
competition and is intended to draw volume to the Exchange as it 
commences operations. The Exchange believes that the ever-shifting 
market share among the exchanges from month to month demonstrates that 
market participants can shift order flow or discontinue to reduce use 
of certain categories of products, in response to new or different 
pricing structures being introduced into the market. Accordingly, 
competitive forces constrain the Exchange's transaction fees and 
rebates, and market participants can readily trade on competing venues 
if they deem pricing levels at those other venues to be more favorable. 
As a new exchange, the Exchange expects to face intense competition 
from existing exchanges and other non-exchange venues that provide 
markets for equities trading. With respect to the Exchange's initial 
pricing whereby it will operate with a neutral net capture with respect 
to transactions being executed on MIAX PEARL Equities, the Exchange is 
proposing this pricing initially upon its launch and for a limited time 
thereafter in an effort to encourage market participants to join, 
connect to, and participate on the Exchange. The Exchange expects to 
modify its pricing structure after it has gained sufficient 
participation from market participants to eliminate the neutral net 
capture and instead be profitable with respect to such transactions. 
Although this pricing incentive is intended to attract liquidity to the 
Exchange, most other exchanges in operation today already offer 
multiple incentives to their participants, including tiered pricing 
that provides higher rebates or discounted executions,

[[Page 64563]]

and other exchanges will be able to modify such incentives in order to 
compete with the Exchange.
    With respect to the specific pricing resulting in the neutral net 
capture, the Exchange also notes that the proposed fee to remove 
liquidity is neither the lowest fee in the market today \29\ nor is the 
proposed rebate provided to adding liquidity the highest rebate in the 
market today.\30\ Accordingly, with respect to a participant deciding 
to either submit an order to add liquidity or seeking to remove 
liquidity, there are multiple exchanges that will continue to be 
competitively priced for such orders when compared to the Exchange's 
pricing. Further, while pricing incentives do cause shifts of liquidity 
between trading centers, market participants make determinations on 
where to provide liquidity or route orders to take liquidity based on 
factors other than pricing, including technology, functionality, and 
other considerations. Consequently, the Exchange believes that the 
degree to which its fees and rebates could impose any burden on 
competition is extremely limited, and does not believe that such fees 
would burden competition of Equity Members or competing venues in a 
manner that is not necessary or appropriate in furtherance of the 
purposes of the Act. The Exchange does not believe that the proposed 
rule change will impose any burden on intramarket competition that is 
not necessary or appropriate in furtherance of the purposes of the Act 
because the proposed fees and rebates apply equally to all Equity 
Members. The proposed pricing structure is intended to encourage market 
participants to add liquidity to the Exchange by providing rebates that 
are comparable to those offered by other exchanges as well as to 
provide a competitive rate charged for removing liquidity, which the 
Exchange believes will help to encourage Equity Members to send orders 
to the Exchange to the benefit of all Exchange participants. As the 
proposed rates are equally applicable to all market participants, the 
Exchange does not believe there is any burden on intramarket 
competition.
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    \29\ For example, the Investors Exchange fee schedule on its 
public website reflects standard fees for matched liquidity of 
$0.0009 for shares executed at or above $1.00, which would apply to 
all orders removing liquidity; see https://iextrading.com/trading/fees/. Other markets offering ``taker/maker'' pricing provide 
rebates to provide liquidity; see, e.g., Nasdaq BX fee schedule, at 
https://www.nasdaqtrader.com/Trader.aspx?id=bx_pricing; Cboe BYX fee 
schedule at https://markets.cboe.com/us/equities/membership/fee_schedule/byx/.
    \30\ See supra note 24.
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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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act,\31\ and Rule 19b-4(f)(2) \32\ 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.
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    \31\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \32\ 17 CFR 240.19b-4(f)(2).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-PEARL-2020-17 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-2020-17. 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 Number SR-PEARL-2020-17 and should be submitted on 
or before November 3, 2020.
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    \33\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\33\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-22477 Filed 10-9-20; 8:45 am]
BILLING CODE 8011-01-P

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