Self-Regulatory Organizations: MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX Pearl Options Fee Schedule To Adjust the Options Regulatory Fee, 48253-48257 [2021-18463]

Download as PDF Federal Register / Vol. 86, No. 164 / Friday, August 27, 2021 / Notices change. The current agenda and any updates will be available on the ACMUI’s Meetings and Related Documents web page at https:// www.nrc.gov/reading-rm/doccollections/acmui/meetings/2021.html or by emailing Ms. Kellee Jamerson at the contact information below. Purpose: Discuss issues related to 10 CFR part 35 Medical Use of Byproduct Material. Date and Time for Open Session: October 4, 2021, from 10:00 a.m. to 4:00 p.m. Date Webinar information October 4, 2021 Link: https:// usnrc.webex.com. Event number: 199 227 5195. lotter on DSK11XQN23PROD with NOTICES1 Date and Time for Closed Session: October 5, 2021, from 12:00 p.m. to 2:00 p.m. Eastern Standard Time. This session will be closed to conduct the ACMUI’s required annual training. Public Participation: The meeting will be held as a webinar using the WebEx meeting platform. Any member of the public who wishes to participate in any open sessions of this meeting should register in advance of the meeting by visiting the link and entering the event number(s) provided above. Upon successful registration, a confirmation email will be generated providing the telephone bridge line and a link to join the webinar on the day of the meeting. Members of the public should also monitor the NRC’s Public Meeting Schedule at https://www.nrc.gov/pmns/ mtg for any meeting updates. If there are any questions regarding the meeting, persons should contact Ms. Jamerson using the information below. Contact Information: Ms. Kellee Jamerson, email: Kellee.Jamerson@ nrc.gov, telephone: 301–415–7408. Conduct of the Meeting Darlene F. Metter, M.D. will chair the meeting. Dr. Metter will conduct the meeting in a manner that will facilitate the orderly conduct of business. The following procedures apply to public participation in the meeting: 1. Persons who wish to provide a written statement should submit an electronic copy to Ms. Jamerson using the contact information listed above. All submittals must be received by the close of business on September 28, 2021, three business days before the meeting, and must pertain to the topics on the agenda for the meeting. 2. Questions and comments from members of the public will be permitted during the meeting, at the discretion of the Chairman. VerDate Sep<11>2014 17:52 Aug 26, 2021 Jkt 253001 3. The draft transcript and meeting summary will be available on ACMUI’s website https://www.nrc.gov/readingrm/doc-collections/acmui/meetings/ 2021.html on or about November 19, 2021. 4. Persons who require special services, such as those for the hearing impaired, should notify Ms. Jamerson of their planned participation. This meeting will be held in accordance with the Atomic Energy Act of 1954, as amended (primarily Section 161a); the Federal Advisory Committee Act (5 U.S.C. app); and the Commission’s regulations in title 10 of the Code of Federal Regulations, part 7. Dated at Rockville, Maryland this 24th day of August, 2021. For the U.S. Nuclear Regulatory Commission. Russell E. Chazell, Federal Advisory Committee Management Officer. [FR Doc. 2021–18514 Filed 8–26–21; 8:45 am] BILLING CODE 7590–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–92728; File No. SR– PEARL–2021–38] Self-Regulatory Organizations: MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX Pearl Options Fee Schedule To Adjust the Options Regulatory Fee August 23, 2021. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on August 12, 2021, MIAX PEARL, LLC (‘‘MIAX Pearl’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange is filing a proposal to amend the MIAX Pearl Options Fee Schedule (the ‘‘Fee Schedule’’) to adjust the Options Regulatory Fee (‘‘ORF’’). The text of the proposed rule change is available on the Exchange’s website at 1 15 2 17 PO 00000 U.S.C. 78s(b)(1). CFR 240.19b–4. Frm 00140 Fmt 4703 Sfmt 4703 48253 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 Currently, the Exchange assesses ORF in the amount of $0.0028 per contract side. The Exchange proposes to reduce the amount of ORF from $0.0028 per contract side to $0.0018 per contract side in order to help ensure that revenue collected from the ORF, in combination with other regulatory fees and fines, does not exceed the Exchange’s total regulatory costs. The Exchange’s proposed change to the ORF should balance the Exchange’s regulatory revenue against the anticipated regulatory costs. The Exchange initially filed this proposal on July 30, 2021 (SR– PEARL–2021–37) and withdrew such filing on August 12, 2021. The Exchange proposes to implement the fee change effective August 12, 2021. Collection of ORF Currently, the Exchange assesses the per-contract ORF to each Member 3 for all options transactions, including Mini Options, cleared or ultimately cleared by the Member, which are cleared by the Options Clearing Corporation (‘‘OCC’’) in the ‘‘customer’’ range,4 regardless of the exchange on which the transaction occurs. The ORF is collected 3 The term ‘‘Member’’ means an individual or organization that is registered with the Exchange pursuant to Chapter II of Exchange Rules for purposes of trading on the Exchange as an ‘‘Electronic Exchange Member’’ or ‘‘Market Maker.’’ Members are deemed ‘‘members’’ under the Exchange Act. See the Definitions Section of the Fee Schedule and Exchange Rule 100. 4 Exchange participants must record the appropriate account origin code on all orders at the time of entry in order. The Exchange represents that it has surveillances in place to verify that Members mark orders with the correct account origin code. E:\FR\FM\27AUN1.SGM 27AUN1 lotter on DSK11XQN23PROD with NOTICES1 48254 Federal Register / Vol. 86, No. 164 / Friday, August 27, 2021 / Notices by OCC on behalf of the Exchange from either: (1) A Member that was the ultimate clearing firm for the transaction; or (2) a non-Member that was the ultimate clearing firm where a Member was the executing clearing firm for the transaction. The Exchange uses reports from OCC to determine the identity of the executing clearing firm and ultimate clearing firm. To illustrate how the Exchange assesses and collects ORF, the Exchange provides the following set of examples. For a transaction that is executed on the Exchange and the ORF is assessed, if there is no change to the clearing account of the original transaction, then the ORF is collected from the Member that is the executing clearing firm for the transaction (the Exchange notes that, for purposes of the Fee Schedule, when there is no change to the clearing account of the original transaction, the executing clearing firm is deemed to be the ultimate clearing firm). If there is a change to the clearing account of the original transaction (i.e., the executing clearing firm ‘‘gives-up’’ or ‘‘CMTAs’’ 5 the transaction to another clearing firm), then the ORF is collected from the clearing firm that ultimately clears the transaction—the ‘‘ultimate clearing firm.’’ The ultimate clearing firm may be either a Member or non-Member of the Exchange. If the transaction is executed on an away exchange and the ORF is assessed, then the ORF is collected from the ultimate clearing firm for the transaction. Again, the ultimate clearing firm may be either a Member or nonMember of the Exchange. The Exchange notes, however, that when the transaction is executed on an away exchange, the Exchange does not assess the ORF when neither the executing clearing firm nor the ultimate clearing firm is a Member (even if a Member is ‘‘given-up’’ or ‘‘CMTAed’’ and then such Member subsequently ‘‘gives-up’’ or ‘‘CMTAs’’ the transaction to another non-Member via a CMTA reversal). Finally, the Exchange does not assess the ORF on outbound linkage trades, whether executed at the Exchange or an away exchange. ‘‘Linkage trades’’ are tagged in the Exchange’s system, so the Exchange can readily tell them apart from other trades. A customer order routed to another exchange results in two customer trades, one from the originating exchange and one from the recipient exchange. Charging ORF on both trades could result in doublebilling of ORF for a single customer order; thus, the Exchange does not 5 ‘‘CMTA’’ or Clearing Member Trade Assignment is a form of ‘‘give-up’’ whereby the position will be assigned to a specific clearing firm at OCC. VerDate Sep<11>2014 17:52 Aug 26, 2021 Jkt 253001 assess ORF on outbound linkage trades in a linkage scenario. This assessment practice is identical to the assessment practice currently utilized by the Exchange’s affiliates, Miami International Securities Exchange, LLC (‘‘MIAX’’) and MIAX Emerald, LLC (‘‘MIAX Emerald’’).6 As a practical matter, when a transaction that is subject to the ORF is not executed on the Exchange, the Exchange lacks the information necessary to identify the order-entering member for that transaction. There are a multitude of order-entering market participants throughout the industry, and such participants can make changes to the market centers to which they connect, including dropping their connection to one market center and establishing themselves as participants on another. For these reasons, it is not possible for the Exchange to identify, and thus assess fees such as ORF, on order-entering participants on away markets on a given trading day. Clearing members, however, are distinguished from order-entering participants because they remain identified to the Exchange on information the Exchange receives from OCC regardless of the identity of the order-entering participant, their location, and the market center on which they execute transactions. Therefore, the Exchange believes it is more efficient for the operation of the Exchange and for the marketplace as a whole to collect the ORF from clearing members. ORF Revenue and Monitoring of ORF The Exchange monitors the amount of revenue collected from the ORF to ensure that it, in combination with other regulatory fees and fines, does not exceed regulatory costs. In determining whether an expense is considered a regulatory cost, the Exchange reviews all costs and makes determinations if there is a nexus between the expense and a regulatory function. The Exchange notes that fines collected by the Exchange in connection with a disciplinary matter offset ORF. As discussed below, the Exchange believes it is appropriate to charge the ORF only to transactions that clear as customer at the OCC. The Exchange believes that its broad regulatory responsibilities with respect to a Member’s activities supports applying the ORF to transactions cleared but not executed by a Member. The Exchange’s regulatory responsibilities are the same 6 See Securities Exchange Act Release Nos. 85162 (February 15, 2019), 84 FR 5783 (February 22, 2019) (SR–MIAX–2019–01); 85251 (March 6, 2019), 84 FR 8931 (March 12, 2019) (SR–EMERALD–2019–01). PO 00000 Frm 00141 Fmt 4703 Sfmt 4703 regardless of whether a Member enters a transaction or clears a transaction executed on its behalf. The Exchange regularly reviews all such activities, including performing surveillance for position limit violations, manipulation, front-running, contrary exercise advice violations and insider trading. These activities span across multiple exchanges. Revenue generated from ORF, when combined with all of the Exchange’s other regulatory fees and fines, is designed to recover a material portion of the regulatory costs to the Exchange of the supervision and regulation of Members’ customer options business including performing routine surveillances, investigations, examinations, financial monitoring, and policy, rulemaking, interpretive, and enforcement activities. Regulatory costs include direct regulatory expenses and certain indirect expenses in support of the regulatory function. The direct expenses include in-house and third party service provider costs to support the day-to-day regulatory work such as surveillances, investigations and examinations. The indirect expenses include support from such areas as the Office of the General Counsel, technology, and internal audit. Indirect expenses are estimated to be approximately 50% of the total regulatory costs for 2021. Thus, direct expenses are estimated to be approximately 50% of total regulatory costs for 2021. The Exchange notes that its estimated direct and indirect expense percentages are in the range and similar to those at other options exchanges.7 The ORF is designed to recover a material portion of the costs to the Exchange of the supervision and regulation of its members, including performing routine surveillances, investigations, examinations, financial monitoring, and policy, rulemaking, interpretive, and enforcement activities. Proposal Based on the Exchange’s most recent review, the Exchange proposes to reduce the amount of ORF that will be collected by the Exchange from $0.0028 per contract side to $0.0018 per contract side. The Exchange issued an Options Regulatory Fee Announcement on July 7 See Securities Exchange Act Release Nos. 91418 (March 26, 2021), 86 FR 17254 (April 1, 2021) (SR– Phlx–2021–16) (reducing the Nasdaq PHLX LLC ORF and estimating direct expenses at 58% and indirect expenses at 42%); 91420 (March 26, 2021), 86 FR 17223 (April 1, 2021) (SR–ISE–2021–04) (reducing the Nasdaq ISE, LLC ORF and estimating direct expenses at 58% and indirect expenses at 42%). E:\FR\FM\27AUN1.SGM 27AUN1 Federal Register / Vol. 86, No. 164 / Friday, August 27, 2021 / Notices lotter on DSK11XQN23PROD with NOTICES1 2, 2021, indicating the proposed rate change for August 1, 2021.8 The proposed decrease is based on recent options volumes, which included an increase in retail investors. With respect to options volume, the Exchange, and the options industry as a whole, experienced a significant increase between 2020 and 2021. For example, total options contract volumes in April, May and June 2021 were 29.7%, 32.7% and 25.6% higher than the total options contract volumes in April, May and June 2020, respectively.9 There can be no assurance that the Exchange’s final costs for 2021 will not differ materially from these expectations, nor can the Exchange predict with certainty whether options volume will remain at the current level going forward. The Exchange notes however, that when combined with regulatory fees and fines, the revenue being generated utilizing the current ORF rate may result in revenue that will run in excess of the Exchange’s estimated regulatory costs for the year.10 Particularly, as noted above, the options market has seen a substantial increase in volume throughout 2020 and 2021, due in large part to the extreme volatility in the marketplace as a result of the COVID–19 pandemic. This unprecedented spike in volatility resulted in significantly higher volume than was originally projected by the Exchange (thereby resulting in substantially higher ORF revenue than projected). The Exchange therefore proposes to decrease the ORF in order to ensure it does not exceed its regulatory costs for the year. Particularly, the Exchange believes that decreasing the ORF when combined with all of the Exchange’s other regulatory fees and fines, would allow the Exchange to continue covering a material portion of its regulatory costs, while lessening the potential for generating excess revenue that may otherwise occur using the current rate.11 8 See https://www.miaxoptions.com/sites/default/ files/circular-files/MIAX_Pearl_Options_RC_2021_ 29.pdf. 9 See data from OCC at: https:// www.businesswire.com/news/home/ 20210504005178/en/OCC-April-2021-TotalVolume-Up-29.7-Percent-from-a-Year-Ago, https:// www.businesswire.com/news/home/ 20210602005174/en/OCC-May-2021-Total-VolumeUp-32.7-Percent-from-a-Year-Ago, and https:// apnews.com/press-release/business-wire/ 778385e696f4407590cc6ff9cb64db03. 10 The Exchange notes that notwithstanding the potential excess ORF revenue the Exchange anticipates it would collect utilizing the current rate, it would not use such revenue for nonregulatory purposes. 11 The Exchange notes that its regulatory responsibilities with respect to Member compliance with options sales practice rules have been VerDate Sep<11>2014 17:52 Aug 26, 2021 Jkt 253001 The Exchange will continue to monitor the amount of revenue collected from the ORF to ensure that it, in combination with its other regulatory fees and fines, does not exceed the Exchange’s total regulatory costs. The Exchange will continue to monitor MIAX Pearl regulatory costs and revenues at a minimum on a semiannual basis. If the Exchange determines regulatory revenues exceed or are insufficient to cover a material portion of its regulatory costs, the Exchange will adjust the ORF by submitting a fee change filing to the Commission. The Exchange will notify Members of adjustments to the ORF via regulatory circular at least 30 days prior to the effective date of the change. In connection with this filing, the Exchange notes that its affiliates, MIAX and MIAX Emerald, will also be adjusting the ORF fees that each of those exchanges charge. 2. Statutory Basis The Exchange believes that its proposal to amend its Fee Schedule is consistent with Section 6(b) of the Act 12 in general, and furthers the objectives of Section 6(b)(4) of the Act 13 in particular, in that it is an equitable allocation of reasonable dues, 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 14 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. The Exchange believes the proposed fee change is reasonable because customer transactions will be subject to a lower ORF fee than the current rate. Moreover, the proposed reduction is necessary in order for the Exchange to not collect revenue in excess of its anticipated regulatory costs, in combination with other regulatory fees and fines, which is consistent with the Exchange’s practices. The ORF is designed to recover a material portion of the costs of supervising and regulating Members’ customer options business including allocated to the Financial Industry Regulatory Authority (‘‘FINRA’’) under a 17d–2 Agreement. The ORF is not designed to cover the cost of options sales practice regulation. 12 15 U.S.C. 78f(b). 13 15 U.S.C. 78f(b)(4). 14 15 U.S.C. 78f(b)(5). PO 00000 Frm 00142 Fmt 4703 Sfmt 4703 48255 performing routine surveillances and investigations, as well as policy, rulemaking, interpretive and enforcement activities. The Exchange will monitor the amount of revenue collected from the ORF to ensure that it, in combination with its other regulatory fees and fines, does not exceed the Exchange’s total regulatory costs. The Exchange has designed the ORF to generate revenues that, when combined with all of the Exchange’s other regulatory fees, will be less than or equal to the Exchange’s regulatory costs, which is consistent with the Commission’s view that regulatory fees be used for regulatory purposes and not to support the Exchange’s business side. In this regard, the Exchange believes that the proposed decrease to the fee is reasonable. The Exchange believes that continuing to limit changes to the ORF to twice a year on specific dates with advance notice is reasonable because it gives participants certainty on the timing of changes, if any, and better enables them to properly account for ORF charges among their customers. The Exchange believes that continuing to limit changes to the ORF to twice a year on specific dates is equitable and not unfairly discriminatory because it will apply in the same manner to all Members that are subject to the ORF and provide them with additional advance notice of changes to that fee. The Exchange believes that collecting the ORF from non-Members when such non-Members ultimately clear the transaction (that is, when the nonMember is the ‘‘ultimate clearing firm’’ for a transaction in which a Member was assessed the ORF) is an equitable allocation of reasonable dues, fees, and other charges among its members and issuers and other persons using its facilities. The Exchange notes that there is a material distinction between ‘‘assessing’’ the ORF and ‘‘collecting’’ the ORF. The ORF is only assessed to a Member with respect to a particular transaction in which it is either the executing clearing firm or ultimate clearing firm. The Exchange does not assess the ORF to non-Members. Once, however, the ORF is assessed to a Member for a particular transaction, the ORF may be collected from the Member or a non-Member, depending on how the transaction is cleared at OCC. If there was no change to the clearing account of the original transaction, the ORF would be collected from the Member. If there was a change to the clearing account of the original transaction and a non-Member becomes the ultimate clearing firm for that transaction, then the ORF will be E:\FR\FM\27AUN1.SGM 27AUN1 48256 Federal Register / Vol. 86, No. 164 / Friday, August 27, 2021 / Notices collected from that non-Member. The Exchange believes that this collection practice continues to be reasonable and appropriate, and was originally instituted for the benefit of clearing firms that desired to have the ORF be collected from the clearing firm that ultimately clears the transaction. The Exchange designed the ORF so that revenue generated from the ORF, in combination with its other regulatory fees and fines, does not exceed regulatory costs, which is consistent with the view of the Commission that regulatory fees be used for regulatory purposes and not to support the Exchange’s business operations. As discussed above, however, after review of its regulatory costs and regulatory revenues, which includes revenues from ORF and other regulatory fees and fines, the Exchange determined that absent a reduction in ORF, it may be collecting revenue in excess of its regulatory costs. Indeed, the Exchange notes that when taking into account the recent options volume, which included an increase in customer options transactions, it estimates the ORF will generate revenues that may cover more than the approximated Exchange’s projected regulatory costs. Moreover, when coupled with the Exchange’s other regulatory fees and revenues, the Exchange estimates ORF to generate over 100% of the Exchange’s projected regulatory costs. As such, the Exchange believes it is reasonable and appropriate to decrease the ORF amount from $0.0028 to $0.0018 per contract side. The Exchange also believes the proposed fee change is equitable and not unfairly discriminatory in that it is charged to all Members on all their transactions that clear in the customer range at the OCC,15 with an exception.16 The Exchange believes the ORF ensures fairness by assessing higher fees to those members that require more Exchange regulatory services based on the amount of customer options business they conduct. Regulating customer trading activity is much more labor intensive and requires greater expenditure of lotter on DSK11XQN23PROD with NOTICES1 15 If the OCC clearing member is an Exchange Member, ORF is assessed and collected on all cleared customer contracts (after adjustment for CMTA); and if the OCC clearing member is not an Exchange Member, ORF is collected only on the cleared customer contracts executed at the Exchange, taking into account any CMTA instructions which may result in collecting the ORF from a non-Member. 16 When a transaction is executed on an away exchange, the Exchange does not assess the ORF when neither the executing clearing firm nor the ultimate clearing firm is a Member (even if a Member is ‘‘given-up’’ or ‘‘CMTAed’’ and then such Member subsequently ‘‘gives-up’’ or ‘‘CMTAs’’ the transaction to another non-Member via a CMTA reversal). VerDate Sep<11>2014 17:52 Aug 26, 2021 Jkt 253001 human and technical resources than regulating non-customer trading activity, which tends to be more automated and less labor-intensive. For example, there are costs associated with main office and branch office examinations (e.g., staff expenses), as well as investigations into customer complaints and the terminations of registered persons. As a result, the costs associated with administering the customer component of the Exchange’s overall regulatory program are materially higher than the costs associated with administering the noncustomer component (e.g., member proprietary transactions) of its regulatory program. Moreover, the Exchange notes that it has broad regulatory responsibilities with respect to activities of its Members, irrespective of where their transactions take place. Many of the Exchange’s surveillance programs for customer trading activity may require the Exchange to look at activity across all markets, such as reviews related to position limit violations and manipulation. Indeed, the Exchange cannot effectively review for such conduct without looking at and evaluating activity regardless of where it transpires. In addition to its own surveillance programs, the Exchange also works with other SROs and exchanges on intermarket surveillance related issues. Through its participation in the Intermarket Surveillance Group (‘‘ISG’’) 17 the Exchange shares information and coordinates inquiries and investigations with other exchanges designed to address potential intermarket manipulation and trading abuses. Accordingly, there is a strong nexus between the ORF and the Exchange’s regulatory activities with respect to customer trading activity of its Members. 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. This proposal does not create an unnecessary or inappropriate intra-market burden on competition because the ORF applies to all customer activity, thereby raising regulatory revenue to offset regulatory expenses. It also supplements the 17 ISG is an industry organization formed in 1983 to coordinate intermarket surveillance among the SROs by cooperatively sharing regulatory information pursuant to a written agreement between the parties. The goal of the ISG’s information sharing is to coordinate regulatory efforts to address potential intermarket trading abuses and manipulations. PO 00000 Frm 00143 Fmt 4703 Sfmt 4703 regulatory revenue derived from noncustomer activity. The Exchange notes, however, the proposed change is not designed to address any competitive issues. Indeed, this proposal does not create an unnecessary or inappropriate inter-market burden on competition because it is a regulatory fee that supports regulation in furtherance of the purposes of the Act. The Exchange is obligated to ensure that the amount of regulatory revenue collected from the ORF, in combination with its other regulatory fees and fines, does not exceed regulatory costs. 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,18 and Rule 19b–4(f)(2) 19 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 No. SR– PEARL–2021–38 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. 18 15 19 17 E:\FR\FM\27AUN1.SGM U.S.C. 78s(b)(3)(A)(ii). CFR 240.19b–4(f)(2). 27AUN1 Federal Register / Vol. 86, No. 164 / Friday, August 27, 2021 / Notices All submissions should refer to File No. SR–PEARL–2021–38. 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 No. SR–PEARL–2021–38, and should be submitted on or before September 17, 2021. I. Clearing Agency’s Statement of the Terms of Substance of the Proposed Rule Change BILLING CODE 8011–01–P (a) Banque Centrale de Compensation, which conducts business under the name LCH SA, is proposing to expand the non-cash collateral that a Clearing Member 3 may post with LCH SA to meet the member’s margin requirements (the ‘‘Eligible Collateral’’) to include certain additional non-Euro government bonds by (i) amending its CDS Clearing Rulebook (the ‘‘Rule Book’’) to clarify that such additional non-Euro government bonds are excluded from the Pledged Eligible Collateral, and (ii) publishing a new Clearing Notice, in accordance with Article 4.2.6.1 of the CDS Clearing Rule Book, specifying the additional acceptable non-Euro government bonds. LCH SA is also proposing to expand the custodians at which Clearing Members may deposit Eligible Collateral by adding Clearstream Banking Luxembourg as a central securities depository for LCH SA in Section 3 of the CDS Clearing Procedures—Collateral, Variation Margin and Cash Payment. Finally, LCH SA is proposing to amend its Liquidity Risk Modelling Framework (the ‘‘Framework’’) to take into account the expanded list of Eligible Collateral. SECURITIES AND EXCHANGE COMMISSION II. Clearing Agency’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.20 Jill M. Peterson, Assistant Secretary. [FR Doc. 2021–18463 Filed 8–26–21; 8:45 am] [Release No. 34–92723; File No. SR–LCH SA–2021–002] Self-Regulatory Organizations; LCH SA; Notice of Filing of Proposed Rule Change Relating to Eligible Collateral and Liquidity Risk Management August 23, 2021. lotter on DSK11XQN23PROD with NOTICES1 18, 2021, Banque Centrale de Compensation, which conducts business under the name LCH SA (‘‘LCH SA’’), filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change (‘‘Proposed Rule Change’’) described in Items I, II and III below, which Items have been primarily prepared primarily by LCH SA. The Commission is publishing this notice to solicit comments on the Proposed Rule Change from interested persons. 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 August 3 Capitalized terms used but not defined herein shall have the meaning specified in the Rule Book, the Clearing Supplement, the Procedures and the Clearing Regulations, as applicable. 20 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. VerDate Sep<11>2014 17:52 Aug 26, 2021 In its filing with the Commission, LCH SA 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. LCH SA has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. Jkt 253001 PO 00000 Frm 00144 Fmt 4703 Sfmt 4703 48257 A. Clearing Agency’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Proposed Rule Change is being adopted to expand the non-Euro government bonds that a Clearing Member may post with LCH SA in order to satisfy the clearing member’s margin requirements. Currently, the only nonEuro Eligible Collateral are Gilts, issued by the United Kingdom, and Treasury Bills, issued by the United States. LCH SA is proposing to expand the list of Eligible Collateral in response to clearing member requests and in order to harmonize permitted Eligible Collateral with the Eligible Collateral permitted to satisfy clearing member margin requirements at LCH SA’s affiliate LCH Limited.4 To effect this change, LCH SA is proposing to issue a new Clearing Notice identifying the additional nonEuro Eligible Collateral, defined as ‘‘New Instruments’’ in the Clearing Notice.5 LCH SA has determined that (i) each of the non-Euro jurisdictions whose bonds have been added have a high credit score, and (ii) each of the New Instruments has sufficient liquidity.6 However, because the European Central Bank will not convert the additional non-Euro Eligible Collateral to Euros and LCH SA currently does not otherwise have the operational capacity to convert the additional non-Euro Eligible Collateral to Euros, the Clearing Notice will also provide that non-Euro Eligible Collateral may satisfy no more than 15 percent (15%) of a Clearing Member’s total margin requirements. In addition, the Clearing Notice will provide that the New Instruments will not be eligible as ‘‘Pledged Eligible Collateral’’ and, therefore, may not be pledged in accordance with a pledge agreement entered into between LCH SA 4 LCH Limited is a recognized central counterparty supervised in the United Kingdom by the Bank of England and a derivatives clearing organization registered with the Commodity Futures Trading Commission. 5 The additional non-Euro Eligible Collateral, identified as ‘‘New Instruments’’ in the Clearing Notice, include: (i) Australian Treasury Bills and Government Bonds; (ii) Canadian Treasury Bills and Government Bonds; (iii) Danish Treasury Bills and Government Bonds; (iv) Japanese Treasury Bills, Treasury Discount Bills, and Government Bonds; (v) Norwegian Treasury Bills and Government Bonds; (vi) Swedish Treasury Bills and Government Bonds; and (vii) Swiss Treasury Bills and Government Bonds. The complete list of Eligible Collateral, together with all applicable haircuts, is also found on LCH SA’s website as set out in Paragraph 3.9 of the Procedures. 6 Only instruments with a minimum outstanding amount of Ö500 million or greater will be eligible to be posted with LCH SA. E:\FR\FM\27AUN1.SGM 27AUN1

Agencies

[Federal Register Volume 86, Number 164 (Friday, August 27, 2021)]
[Notices]
[Pages 48253-48257]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-18463]


=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92728; File No. SR-PEARL-2021-38]


Self-Regulatory Organizations: MIAX PEARL, LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX 
Pearl Options Fee Schedule To Adjust the Options Regulatory Fee

August 23, 2021.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on August 12, 2021, MIAX PEARL, LLC (``MIAX Pearl'' or 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing a proposal to amend the MIAX Pearl Options 
Fee Schedule (the ``Fee Schedule'') to adjust the Options Regulatory 
Fee (``ORF'').
    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
    Currently, the Exchange assesses ORF in the amount of $0.0028 per 
contract side. The Exchange proposes to reduce the amount of ORF from 
$0.0028 per contract side to $0.0018 per contract side in order to help 
ensure that revenue collected from the ORF, in combination with other 
regulatory fees and fines, does not exceed the Exchange's total 
regulatory costs. The Exchange's proposed change to the ORF should 
balance the Exchange's regulatory revenue against the anticipated 
regulatory costs. The Exchange initially filed this proposal on July 
30, 2021 (SR-PEARL-2021-37) and withdrew such filing on August 12, 
2021. The Exchange proposes to implement the fee change effective 
August 12, 2021.
Collection of ORF
    Currently, the Exchange assesses the per-contract ORF to each 
Member \3\ for all options transactions, including Mini Options, 
cleared or ultimately cleared by the Member, which are cleared by the 
Options Clearing Corporation (``OCC'') in the ``customer'' range,\4\ 
regardless of the exchange on which the transaction occurs. The ORF is 
collected

[[Page 48254]]

by OCC on behalf of the Exchange from either: (1) A Member that was the 
ultimate clearing firm for the transaction; or (2) a non-Member that 
was the ultimate clearing firm where a Member was the executing 
clearing firm for the transaction. The Exchange uses reports from OCC 
to determine the identity of the executing clearing firm and ultimate 
clearing firm.
---------------------------------------------------------------------------

    \3\ The term ``Member'' means an individual or organization that 
is registered with the Exchange pursuant to Chapter II of Exchange 
Rules for purposes of trading on the Exchange as an ``Electronic 
Exchange Member'' or ``Market Maker.'' Members are deemed 
``members'' under the Exchange Act. See the Definitions Section of 
the Fee Schedule and Exchange Rule 100.
    \4\ Exchange participants must record the appropriate account 
origin code on all orders at the time of entry in order. The 
Exchange represents that it has surveillances in place to verify 
that Members mark orders with the correct account origin code.
---------------------------------------------------------------------------

    To illustrate how the Exchange assesses and collects ORF, the 
Exchange provides the following set of examples. For a transaction that 
is executed on the Exchange and the ORF is assessed, if there is no 
change to the clearing account of the original transaction, then the 
ORF is collected from the Member that is the executing clearing firm 
for the transaction (the Exchange notes that, for purposes of the Fee 
Schedule, when there is no change to the clearing account of the 
original transaction, the executing clearing firm is deemed to be the 
ultimate clearing firm). If there is a change to the clearing account 
of the original transaction (i.e., the executing clearing firm ``gives-
up'' or ``CMTAs'' \5\ the transaction to another clearing firm), then 
the ORF is collected from the clearing firm that ultimately clears the 
transaction--the ``ultimate clearing firm.'' The ultimate clearing firm 
may be either a Member or non-Member of the Exchange. If the 
transaction is executed on an away exchange and the ORF is assessed, 
then the ORF is collected from the ultimate clearing firm for the 
transaction. Again, the ultimate clearing firm may be either a Member 
or non-Member of the Exchange. The Exchange notes, however, that when 
the transaction is executed on an away exchange, the Exchange does not 
assess the ORF when neither the executing clearing firm nor the 
ultimate clearing firm is a Member (even if a Member is ``given-up'' or 
``CMTAed'' and then such Member subsequently ``gives-up'' or ``CMTAs'' 
the transaction to another non-Member via a CMTA reversal). Finally, 
the Exchange does not assess the ORF on outbound linkage trades, 
whether executed at the Exchange or an away exchange. ``Linkage 
trades'' are tagged in the Exchange's system, so the Exchange can 
readily tell them apart from other trades. A customer order routed to 
another exchange results in two customer trades, one from the 
originating exchange and one from the recipient exchange. Charging ORF 
on both trades could result in double-billing of ORF for a single 
customer order; thus, the Exchange does not assess ORF on outbound 
linkage trades in a linkage scenario. This assessment practice is 
identical to the assessment practice currently utilized by the 
Exchange's affiliates, Miami International Securities Exchange, LLC 
(``MIAX'') and MIAX Emerald, LLC (``MIAX Emerald'').\6\
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    \5\ ``CMTA'' or Clearing Member Trade Assignment is a form of 
``give-up'' whereby the position will be assigned to a specific 
clearing firm at OCC.
    \6\ See Securities Exchange Act Release Nos. 85162 (February 15, 
2019), 84 FR 5783 (February 22, 2019) (SR-MIAX-2019-01); 85251 
(March 6, 2019), 84 FR 8931 (March 12, 2019) (SR-EMERALD-2019-01).
---------------------------------------------------------------------------

    As a practical matter, when a transaction that is subject to the 
ORF is not executed on the Exchange, the Exchange lacks the information 
necessary to identify the order-entering member for that transaction. 
There are a multitude of order-entering market participants throughout 
the industry, and such participants can make changes to the market 
centers to which they connect, including dropping their connection to 
one market center and establishing themselves as participants on 
another. For these reasons, it is not possible for the Exchange to 
identify, and thus assess fees such as ORF, on order-entering 
participants on away markets on a given trading day. Clearing members, 
however, are distinguished from order-entering participants because 
they remain identified to the Exchange on information the Exchange 
receives from OCC regardless of the identity of the order-entering 
participant, their location, and the market center on which they 
execute transactions. Therefore, the Exchange believes it is more 
efficient for the operation of the Exchange and for the marketplace as 
a whole to collect the ORF from clearing members.
ORF Revenue and Monitoring of ORF
    The Exchange monitors the amount of revenue collected from the ORF 
to ensure that it, in combination with other regulatory fees and fines, 
does not exceed regulatory costs. In determining whether an expense is 
considered a regulatory cost, the Exchange reviews all costs and makes 
determinations if there is a nexus between the expense and a regulatory 
function. The Exchange notes that fines collected by the Exchange in 
connection with a disciplinary matter offset ORF.
    As discussed below, the Exchange believes it is appropriate to 
charge the ORF only to transactions that clear as customer at the OCC. 
The Exchange believes that its broad regulatory responsibilities with 
respect to a Member's activities supports applying the ORF to 
transactions cleared but not executed by a Member. The Exchange's 
regulatory responsibilities are the same regardless of whether a Member 
enters a transaction or clears a transaction executed on its behalf. 
The Exchange regularly reviews all such activities, including 
performing surveillance for position limit violations, manipulation, 
front-running, contrary exercise advice violations and insider trading. 
These activities span across multiple exchanges.
    Revenue generated from ORF, when combined with all of the 
Exchange's other regulatory fees and fines, is designed to recover a 
material portion of the regulatory costs to the Exchange of the 
supervision and regulation of Members' customer options business 
including performing routine surveillances, investigations, 
examinations, financial monitoring, and policy, rulemaking, 
interpretive, and enforcement activities. Regulatory costs include 
direct regulatory expenses and certain indirect expenses in support of 
the regulatory function. The direct expenses include in-house and third 
party service provider costs to support the day-to-day regulatory work 
such as surveillances, investigations and examinations. The indirect 
expenses include support from such areas as the Office of the General 
Counsel, technology, and internal audit. Indirect expenses are 
estimated to be approximately 50% of the total regulatory costs for 
2021. Thus, direct expenses are estimated to be approximately 50% of 
total regulatory costs for 2021. The Exchange notes that its estimated 
direct and indirect expense percentages are in the range and similar to 
those at other options exchanges.\7\
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    \7\ See Securities Exchange Act Release Nos. 91418 (March 26, 
2021), 86 FR 17254 (April 1, 2021) (SR-Phlx-2021-16) (reducing the 
Nasdaq PHLX LLC ORF and estimating direct expenses at 58% and 
indirect expenses at 42%); 91420 (March 26, 2021), 86 FR 17223 
(April 1, 2021) (SR-ISE-2021-04) (reducing the Nasdaq ISE, LLC ORF 
and estimating direct expenses at 58% and indirect expenses at 42%).
---------------------------------------------------------------------------

    The ORF is designed to recover a material portion of the costs to 
the Exchange of the supervision and regulation of its members, 
including performing routine surveillances, investigations, 
examinations, financial monitoring, and policy, rulemaking, 
interpretive, and enforcement activities.
Proposal
    Based on the Exchange's most recent review, the Exchange proposes 
to reduce the amount of ORF that will be collected by the Exchange from 
$0.0028 per contract side to $0.0018 per contract side. The Exchange 
issued an Options Regulatory Fee Announcement on July

[[Page 48255]]

2, 2021, indicating the proposed rate change for August 1, 2021.\8\
---------------------------------------------------------------------------

    \8\ See https://www.miaxoptions.com/sites/default/files/circular-files/MIAX_Pearl_Options_RC_2021_29.pdf.
---------------------------------------------------------------------------

    The proposed decrease is based on recent options volumes, which 
included an increase in retail investors. With respect to options 
volume, the Exchange, and the options industry as a whole, experienced 
a significant increase between 2020 and 2021. For example, total 
options contract volumes in April, May and June 2021 were 29.7%, 32.7% 
and 25.6% higher than the total options contract volumes in April, May 
and June 2020, respectively.\9\
---------------------------------------------------------------------------

    \9\ See data from OCC at: https://www.businesswire.com/news/home/20210504005178/en/OCC-April-2021-Total-Volume-Up-29.7-Percent-from-a-Year-Ago, https://www.businesswire.com/news/home/20210602005174/en/OCC-May-2021-Total-Volume-Up-32.7-Percent-from-a-Year-Ago, and https://apnews.com/press-release/business-wire/778385e696f4407590cc6ff9cb64db03.
---------------------------------------------------------------------------

    There can be no assurance that the Exchange's final costs for 2021 
will not differ materially from these expectations, nor can the 
Exchange predict with certainty whether options volume will remain at 
the current level going forward. The Exchange notes however, that when 
combined with regulatory fees and fines, the revenue being generated 
utilizing the current ORF rate may result in revenue that will run in 
excess of the Exchange's estimated regulatory costs for the year.\10\ 
Particularly, as noted above, the options market has seen a substantial 
increase in volume throughout 2020 and 2021, due in large part to the 
extreme volatility in the marketplace as a result of the COVID-19 
pandemic. This unprecedented spike in volatility resulted in 
significantly higher volume than was originally projected by the 
Exchange (thereby resulting in substantially higher ORF revenue than 
projected). The Exchange therefore proposes to decrease the ORF in 
order to ensure it does not exceed its regulatory costs for the year. 
Particularly, the Exchange believes that decreasing the ORF when 
combined with all of the Exchange's other regulatory fees and fines, 
would allow the Exchange to continue covering a material portion of its 
regulatory costs, while lessening the potential for generating excess 
revenue that may otherwise occur using the current rate.\11\
---------------------------------------------------------------------------

    \10\ The Exchange notes that notwithstanding the potential 
excess ORF revenue the Exchange anticipates it would collect 
utilizing the current rate, it would not use such revenue for non-
regulatory purposes.
    \11\ The Exchange notes that its regulatory responsibilities 
with respect to Member compliance with options sales practice rules 
have been allocated to the Financial Industry Regulatory Authority 
(``FINRA'') under a 17d-2 Agreement. The ORF is not designed to 
cover the cost of options sales practice regulation.
---------------------------------------------------------------------------

    The Exchange will continue to monitor the amount of revenue 
collected from the ORF to ensure that it, in combination with its other 
regulatory fees and fines, does not exceed the Exchange's total 
regulatory costs. The Exchange will continue to monitor MIAX Pearl 
regulatory costs and revenues at a minimum on a semi-annual basis. If 
the Exchange determines regulatory revenues exceed or are insufficient 
to cover a material portion of its regulatory costs, the Exchange will 
adjust the ORF by submitting a fee change filing to the Commission. The 
Exchange will notify Members of adjustments to the ORF via regulatory 
circular at least 30 days prior to the effective date of the change.
    In connection with this filing, the Exchange notes that its 
affiliates, MIAX and MIAX Emerald, will also be adjusting the ORF fees 
that each of those exchanges charge.
2. Statutory Basis
    The Exchange believes that its proposal to amend its Fee Schedule 
is consistent with Section 6(b) of the Act \12\ in general, and 
furthers the objectives of Section 6(b)(4) of the Act \13\ in 
particular, in that it is an equitable allocation of reasonable dues, 
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 \14\ 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.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78f(b).
    \13\ 15 U.S.C. 78f(b)(4).
    \14\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes the proposed fee change is reasonable because 
customer transactions will be subject to a lower ORF fee than the 
current rate. Moreover, the proposed reduction is necessary in order 
for the Exchange to not collect revenue in excess of its anticipated 
regulatory costs, in combination with other regulatory fees and fines, 
which is consistent with the Exchange's practices.
    The ORF is designed to recover a material portion of the costs of 
supervising and regulating Members' customer options business including 
performing routine surveillances and investigations, as well as policy, 
rulemaking, interpretive and enforcement activities. The Exchange will 
monitor the amount of revenue collected from the ORF to ensure that it, 
in combination with its other regulatory fees and fines, does not 
exceed the Exchange's total regulatory costs. The Exchange has designed 
the ORF to generate revenues that, when combined with all of the 
Exchange's other regulatory fees, will be less than or equal to the 
Exchange's regulatory costs, which is consistent with the Commission's 
view that regulatory fees be used for regulatory purposes and not to 
support the Exchange's business side. In this regard, the Exchange 
believes that the proposed decrease to the fee is reasonable.
    The Exchange believes that continuing to limit changes to the ORF 
to twice a year on specific dates with advance notice is reasonable 
because it gives participants certainty on the timing of changes, if 
any, and better enables them to properly account for ORF charges among 
their customers. The Exchange believes that continuing to limit changes 
to the ORF to twice a year on specific dates is equitable and not 
unfairly discriminatory because it will apply in the same manner to all 
Members that are subject to the ORF and provide them with additional 
advance notice of changes to that fee.
    The Exchange believes that collecting the ORF from non-Members when 
such non-Members ultimately clear the transaction (that is, when the 
non-Member is the ``ultimate clearing firm'' for a transaction in which 
a Member was assessed the ORF) is an equitable allocation of reasonable 
dues, fees, and other charges among its members and issuers and other 
persons using its facilities. The Exchange notes that there is a 
material distinction between ``assessing'' the ORF and ``collecting'' 
the ORF. The ORF is only assessed to a Member with respect to a 
particular transaction in which it is either the executing clearing 
firm or ultimate clearing firm. The Exchange does not assess the ORF to 
non-Members. Once, however, the ORF is assessed to a Member for a 
particular transaction, the ORF may be collected from the Member or a 
non-Member, depending on how the transaction is cleared at OCC. If 
there was no change to the clearing account of the original 
transaction, the ORF would be collected from the Member. If there was a 
change to the clearing account of the original transaction and a non-
Member becomes the ultimate clearing firm for that transaction, then 
the ORF will be

[[Page 48256]]

collected from that non-Member. The Exchange believes that this 
collection practice continues to be reasonable and appropriate, and was 
originally instituted for the benefit of clearing firms that desired to 
have the ORF be collected from the clearing firm that ultimately clears 
the transaction.
    The Exchange designed the ORF so that revenue generated from the 
ORF, in combination with its other regulatory fees and fines, does not 
exceed regulatory costs, which is consistent with the view of the 
Commission that regulatory fees be used for regulatory purposes and not 
to support the Exchange's business operations. As discussed above, 
however, after review of its regulatory costs and regulatory revenues, 
which includes revenues from ORF and other regulatory fees and fines, 
the Exchange determined that absent a reduction in ORF, it may be 
collecting revenue in excess of its regulatory costs. Indeed, the 
Exchange notes that when taking into account the recent options volume, 
which included an increase in customer options transactions, it 
estimates the ORF will generate revenues that may cover more than the 
approximated Exchange's projected regulatory costs. Moreover, when 
coupled with the Exchange's other regulatory fees and revenues, the 
Exchange estimates ORF to generate over 100% of the Exchange's 
projected regulatory costs. As such, the Exchange believes it is 
reasonable and appropriate to decrease the ORF amount from $0.0028 to 
$0.0018 per contract side.
    The Exchange also believes the proposed fee change is equitable and 
not unfairly discriminatory in that it is charged to all Members on all 
their transactions that clear in the customer range at the OCC,\15\ 
with an exception.\16\ The Exchange believes the ORF ensures fairness 
by assessing higher fees to those members that require more Exchange 
regulatory services based on the amount of customer options business 
they conduct. Regulating customer trading activity is much more labor 
intensive and requires greater expenditure of human and technical 
resources than regulating non-customer trading activity, which tends to 
be more automated and less labor-intensive. For example, there are 
costs associated with main office and branch office examinations (e.g., 
staff expenses), as well as investigations into customer complaints and 
the terminations of registered persons. As a result, the costs 
associated with administering the customer component of the Exchange's 
overall regulatory program are materially higher than the costs 
associated with administering the non-customer component (e.g., member 
proprietary transactions) of its regulatory program. Moreover, the 
Exchange notes that it has broad regulatory responsibilities with 
respect to activities of its Members, irrespective of where their 
transactions take place. Many of the Exchange's surveillance programs 
for customer trading activity may require the Exchange to look at 
activity across all markets, such as reviews related to position limit 
violations and manipulation. Indeed, the Exchange cannot effectively 
review for such conduct without looking at and evaluating activity 
regardless of where it transpires. In addition to its own surveillance 
programs, the Exchange also works with other SROs and exchanges on 
intermarket surveillance related issues. Through its participation in 
the Intermarket Surveillance Group (``ISG'') \17\ the Exchange shares 
information and coordinates inquiries and investigations with other 
exchanges designed to address potential intermarket manipulation and 
trading abuses. Accordingly, there is a strong nexus between the ORF 
and the Exchange's regulatory activities with respect to customer 
trading activity of its Members.
---------------------------------------------------------------------------

    \15\ If the OCC clearing member is an Exchange Member, ORF is 
assessed and collected on all cleared customer contracts (after 
adjustment for CMTA); and if the OCC clearing member is not an 
Exchange Member, ORF is collected only on the cleared customer 
contracts executed at the Exchange, taking into account any CMTA 
instructions which may result in collecting the ORF from a non-
Member.
    \16\ When a transaction is executed on an away exchange, the 
Exchange does not assess the ORF when neither the executing clearing 
firm nor the ultimate clearing firm is a Member (even if a Member is 
``given-up'' or ``CMTAed'' and then such Member subsequently 
``gives-up'' or ``CMTAs'' the transaction to another non-Member via 
a CMTA reversal).
    \17\ ISG is an industry organization formed in 1983 to 
coordinate intermarket surveillance among the SROs by cooperatively 
sharing regulatory information pursuant to a written agreement 
between the parties. The goal of the ISG's information sharing is to 
coordinate regulatory efforts to address potential intermarket 
trading abuses and manipulations.
---------------------------------------------------------------------------

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. This proposal does not create 
an unnecessary or inappropriate intra-market burden on competition 
because the ORF applies to all customer activity, thereby raising 
regulatory revenue to offset regulatory expenses. It also supplements 
the regulatory revenue derived from non-customer activity. The Exchange 
notes, however, the proposed change is not designed to address any 
competitive issues. Indeed, this proposal does not create an 
unnecessary or inappropriate inter-market burden on competition because 
it is a regulatory fee that supports regulation in furtherance of the 
purposes of the Act. The Exchange is obligated to ensure that the 
amount of regulatory revenue collected from the ORF, in combination 
with its other regulatory fees and fines, does not exceed regulatory 
costs.

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,\18\ and Rule 19b-4(f)(2) \19\ 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.
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \19\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

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 No. SR-PEARL-2021-38 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.


[[Page 48257]]


All submissions should refer to File No. SR-PEARL-2021-38. 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 No. SR-PEARL-2021-38, and should be submitted on 
or before September 17, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
---------------------------------------------------------------------------

    \20\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2021-18463 Filed 8-26-21; 8:45 am]
BILLING CODE 8011-01-P
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