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 and the MIAX Pearl Equities Fee Schedule To Establish a Policy Relating to Billing Errors, 66361-66363 [2021-25360]
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Federal Register / Vol. 86, No. 222 / Monday, November 22, 2021 / Notices
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–NYSECHX–2021–16 and
should be submitted on or before
December 13, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.23
J. Matthew DeLesDernier,
Assistant Secretary.
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93594; File No. SR–
PEARL–2021–55]
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 and the MIAX
Pearl Equities Fee Schedule To
Establish a Policy Relating to Billing
Errors
November 16, 2021.
jspears on DSK121TN23PROD with NOTICES1
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on November
5, 2021, MIAX PEARL, LLC (‘‘MIAX
Pearl’’ or the ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) a proposed rule change
as described in Items I and II below,
which Items have been prepared by the
Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange is filing a proposal to
amend the MIAX Pearl Options Fee
Schedule and the MIAX Pearl Equities
Fee Schedule to establish a policy
relating to billing errors.
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
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
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18:30 Nov 19, 2021
Jkt 256001
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
[FR Doc. 2021–25357 Filed 11–19–21; 8:45 am]
23 17
office, and at the Commission’s Public
Reference Room.
1. Purpose
The purpose of the proposed rule
change is to amend MIAX’s Pearl Fee
Schedule and the MIAX Pearl Equities
Fee Schedule to establish a policy
relating to billing errors. More
specifically, the Exchange proposes to
amend the footer on the Title page of
each Fee Schedule to adopt language
that would provide that all fees and
rebates assessed prior to the three full
calendar months before the month in
which the Exchange becomes aware of
a billing error shall be considered final.
Particularly, the Exchange will resolve
an error by crediting or debiting
Members 3 and non-Members based on
the fees or rebates that should have been
applied in the three full calendar
months preceding the month in which
the Exchange became aware of the error,
which includes all impacted
transactions that occurred during those
months.4 The Exchange will apply the
three month look back regardless of
whether the error was discovered by the
Exchange or by a Member or non3 The term ‘‘Member’’ means an individual or
organization that is registered with the Exchange
pursuant to Chapter II of the MIAX Pearl 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 Exchange Rule 100.
4 For example, if the Exchange becomes aware of
a transaction fee billing error on December 1, 2021,
the Exchange will resolve the error by crediting or
debiting Members and non-Members based on the
fees or rebates that should have been applied to any
impacted transactions during September, October
and November 2021. The Exchange notes that
because it bills in arrears, the Exchange would be
able to correct the error in advance of issuing the
December 2021 invoice and therefore, transactions
impacted through the date of discovery (in this
example, December 1, 2021) and thereafter, would
be billed correctly.
PO 00000
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Fmt 4703
Sfmt 4703
66361
Member that submitted a fee dispute to
the Exchange.5
The purpose of the proposed change
is to encourage Members and nonMembers to promptly review their
Exchange invoices so that any disputed
charges can be addressed in a timely
manner. The Exchange notes that it
provides Members with both daily and
monthly fee reports and thus believes
they should be aware of any potential
billing errors within three months.
Further, any fees assessed on nonMembers are sent as monthly invoices,
and thus these firms will likewise
receive sufficient notice of any potential
billing errors. The requirement that
Members and non-Members submit
disputes in writing and provide
supporting documentation in a timely
manner while the information and data
underlying those charges (e.g.,
applicable fees and order information) is
still easily and readily available is not
changing under this proposal.
The proposed rule change to provide
all fees and rebates assessed prior to the
three full calendar months before the
month in which the Exchange becomes
aware of a billing error shall be
considered final provides both the
Exchange and Members and nonMembers finality and the ability to close
their books after a known period of
time. The proposed change encourages
Members and non-Members to provide
a timely review of their billing invoices.
The Exchange notes that it routinely
conducts audits of its Members and
non-Members to ensure that each is
complying with the terms and
conditions of the subscriber agreement
they have signed. The audit process is
independent of the billing process. The
audit function is administered by the
Exchange’s Member Services Group and
the billing function is administered by
the Exchange’s Trading Operations
Group. Each group is charged with
distinct responsibilities that do not
overlap. The proposed billing fee
finality provision is not intended to
circumvent the audit process in any
manner and the adoption of the three
month look back period, beyond which
billing errors would be considered final,
would not affect a Member or nonMember’s ability to take a position with
respect to billing charges identified
through the audit process.
5 The Exchange notes that the current policy
which states that all fee disputes must be submitted
no later than sixty (60) days after receipt of a billing
invoice will remain in place.
E:\FR\FM\22NON1.SGM
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66362
Federal Register / Vol. 86, No. 222 / Monday, November 22, 2021 / Notices
Further, the Exchange notes that the
proposed change is similar to a policy
currently in place at another exchange.6
jspears on DSK121TN23PROD with NOTICES1
2. Statutory Basis
The Exchange believes that its
proposal to amend its Fee Schedules is
consistent with Section 6(b) of the Act.7
Specifically, the Exchange believes the
proposed rule change is consistent with
Section 6(b)(5) 8 requirements that the
rules of an exchange be designed to
prevent fraudulent and manipulative
acts and practices, to promote just and
equitable principles of trade, to foster
cooperation and coordination with
persons engaged in regulating, clearing,
settling, processing information with
respect to, and facilitating transactions
in securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest.
Additionally, the Exchange believes the
proposed rule change is consistent with
the Section 6(b)(5) 9 requirement that
the rules of an exchange not be designed
to permit unfair discrimination between
customers, issuers, brokers, or dealers.
The Exchange believes that
establishing a policy that all fees and
rebates are final after three months (i.e.,
resolving billing errors only for the three
full calendar months preceding the
month in which the Exchange became
aware of the error), is reasonable as both
the Exchange and Members and nonMembers have an interest in knowing
when its fee assessments are final and
when reliance can be placed upon those
assessments. Indeed, without some
deadline on billing errors, the Exchange
and Members and non-Members would
never be able to close their books with
any confidence. Furthermore, as noted
above, another exchange similarly
considers its fees final after a similar
period of time. The proposed change is
also equitable, and not unfairly
discriminatory because it will apply
equally to all Members (and nonMembers that pay Exchange fees) and
apply in cases where either the Member
(or non-Member) discovers the error or
the Exchange discovers the error.
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
6 See Securities Exchange Act Release No. 91836
(May 11, 2021), 86 FR 26765 (May 17, 2021) (SR–
BOX–2021–08).
7 15 U.S.C. 78f(b).
8 15 U.S.C. 78f(b)(5).
9 Id.
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18:30 Nov 19, 2021
Jkt 256001
of the purposes of the Act. The
proposed rule change would establish a
policy that provides clarity regarding
billing errors that would apply equally
to all Members. Additionally, the
proposed rule change is similar to the
rules of another exchange.10 The
Exchange does not believe such
proposed changes would impair the
ability of Members or competing order
execution venues to maintain their
competitive standing in the financial
markets. Moreover, because the
proposed changes would apply equally
to all Members, the proposal does not
impose any burden on 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
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days after the date of
the filing, or such shorter time as the
Commission may designate, it has
become effective pursuant to 19(b)(3)(A)
of the Act 11 and Rule 19b–4(f)(6) 12
thereunder.
A proposed rule change filed under
Rule 19b–4(f)(6) 13 normally does not
become operative for 30 days after the
date of its filing. However, Rule 19b–
4(f)(6)(iii) 14 permits the Commission to
designate a shorter time if such action
is consistent with the protection of
investors and the public interest. The
Exchange has asked the Commission to
waive the 30-day operative delay. The
Exchange states that waiver of the
operative delay is consistent with the
protection of investors and the public
interest because such a waiver would
allow Members and non-Members to
immediately benefit from having a
clearly stated policy regarding fee
finality for billing disputes and provide
certainty and finality to current and
10 Supra
note 6.
U.S.C. 78s(b)(3)(A).
12 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires a self-regulatory organization to
give the Commission written notice of its intent to
file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
13 17 CFR 240.19b–4(f)(6).
14 17 CFR 240.19b–4(f)(6)(iii).
11 15
PO 00000
Frm 00094
Fmt 4703
Sfmt 4703
prospective billing errors. In addition,
the Exchange states that the proposed
rule change is comparable to other
policies and practices that are already
established at another exchange.
The Commission believes that
waiving the 30-day operative delay is
consistent with the protection of
investors and the public interest
because it will allow the Exchange to
modify its Fee Schedules to
immediately adopt a policy relating to
billing errors that is designed to provide
clarity and certainty with respect to
when Exchange fees and rebates may be
considered final. Further, the proposed
rule change is substantially similar to
provisions currently in effect on other
national securities exchanges 15 and
therefore does not raise any new or
novel regulatory issues. Accordingly,
the Commission waives the operative
delay and designates the proposed rule
change operative upon filing.16
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
change 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–2021–55 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–2021–55. This file
15 See,
e.g., supra note 6.
purposes only of waiving the 30-day
operative delay, the Commission also has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
16 For
E:\FR\FM\22NON1.SGM
22NON1
Federal Register / Vol. 86, No. 222 / Monday, November 22, 2021 / Notices
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–2021–55 and
should be submitted on or before
December 13, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–25360 Filed 11–19–21; 8:45 am]
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 proposes to amend
MRX’s Pricing Schedule at Options 7,
Section 5, Other Options Fees and
Rebates, to reflect adjustments to FINRA
Registration Fees. Additionally, this rule
change adds Continuing Education Fees.
While the changes proposed herein
are effective upon filing, the Exchange
has designated the amendments become
operative on January 2, 2022.3
The text of the proposed rule change
is available on the Exchange’s website at
https://listingcenter.nasdaq.com/
rulebook/mrx/rules, at the principal
office of the Exchange, and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93584; File No. SR–MRX–
2021–11]
Self-Regulatory Organizations; Nasdaq
MRX, LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend FINRA Fees
1. Purpose
This proposal amends MRX’s Pricing
Schedule at Options 7, Section 5, Other
Options Fees and Rebates, to reflect
adjustments to FINRA Registration
Fees.4 Additionally, this rule change
adds Continuing Education Fees. The
FINRA fees are collected and retained
jspears on DSK121TN23PROD with NOTICES1
November 16, 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 November
5, 2021, Nasdaq MRX, LLC (‘‘MRX’’ or
‘‘Exchange’’) filed with the Securities
17 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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18:30 Nov 19, 2021
Jkt 256001
3 See
Securities Exchange Act Release No. 90176
(October 14, 2020), 85 FR 66592 (October 20, 2020)
(SR–FINRA–2020–032) (Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change
To Adjust FINRA Fees To Provide Sustainable
Funding for FINRA’s Regulatory Mission).
4 FINRA operates Web CRD, the central licensing
and registration system for the U.S. securities
industry. FINRA uses Web CRD to maintain the
qualification, employment and disciplinary
histories of registered associated persons of brokerdealers.
PO 00000
Frm 00095
Fmt 4703
Sfmt 4703
66363
by FINRA via Web CRD for the
registration of employees of MRX
members that are not FINRA members
(‘‘Non-FINRA members’’). The Exchange
is merely listing these fees on its Pricing
Schedule. The Exchange does not
collect or retain these fees.
Today, MRX Options 7, Section 5D,
provides a list of FINRA Web CRD Fees,
Fingerprint Processing Fees, and
Continuing Education Fees. The
Exchange proposes to amend the
introductory paragraph to add a
sentence to make clear that FINRA
collects the fees listed within Options 7,
Section 5D on behalf of the Exchange.
The fees listed within Options 7,
Section 5D reflect fees set by FINRA.
Specifically, with respect to the
General Registration Fees, the Exchange
proposes to increase the $100 fee to
$125 for each initial Form U4 filed for
the registration of a representative or
principal. This amendment is made in
accordance with a recent FINRA rule
change to adjust to its fees.5
The Exchange also proposes to add
Continuing Education Fees to reflect
current fees assessed by FINRA. The
Exchange proposes to provide an
introductory paragraph which states,
‘‘The Continuing Education Fee will be
assessed as to each individual who is
required to complete the Regulatory
Element of the Continuing Education
Requirements pursuant to Exchange
General 4, Section 1240. This fee is paid
directly to FINRA.’’ Additionally, the
Exchange proposes to add the following
rule text, ‘‘$100.00 ($55.00 if the
Continuing Education is Web-based) for
each individual who is required to
complete the S101 or S201.’’ This
proposed rule text reflects FINRA’s
current S101 and S201 registration
fees.6 This amendment will make clear
the current Continuing Education Fees
that FINRA assesses today.
The FINRA Web CRD Fees are userbased and there is no distinction in the
cost incurred by FINRA if the user is a
FINRA member or a Non-FINRA
member. Accordingly, the proposed fees
mirror those currently assessed by
FINRA.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
5 Id. FINRA noted in its rule change that it was
adjusting its fees to provide sustainable funding for
FINRA’s regulatory mission.
6 See Securities Exchange Act Release No. 75581
(July 31, 2015), 80 FR 47018 (August 6, 2015) (SR–
FINRA–2015–015) (Order Approving a Proposed
Rule Change to Provide a Web-based Delivery
Method for Completing the Regulatory Element of
the Continuing Education Requirements).
E:\FR\FM\22NON1.SGM
22NON1
]]>Agencies
[Federal Register Volume 86, Number 222 (Monday, November 22, 2021)]
[Notices]
[Pages 66361-66363]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-25360]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93594; File No. SR-PEARL-2021-55]
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 and the MIAX Pearl Equities Fee Schedule To
Establish a Policy Relating to Billing Errors
November 16, 2021.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on November 5, 2021, MIAX PEARL, LLC (``MIAX Pearl'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') a proposed rule change as described in Items I and II
below, which Items have been prepared by the Exchange. The Commission
is publishing this notice to solicit comments on the proposed rule
change from interested persons.
---------------------------------------------------------------------------
\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 amend the MIAX Pearl Options
Fee Schedule and the MIAX Pearl Equities Fee Schedule to establish a
policy relating to billing errors.
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
The purpose of the proposed rule change is to amend MIAX's Pearl
Fee Schedule and the MIAX Pearl Equities Fee Schedule to establish a
policy relating to billing errors. More specifically, the Exchange
proposes to amend the footer on the Title page of each Fee Schedule to
adopt language that would provide that all fees and rebates assessed
prior to the three full calendar months before the month in which the
Exchange becomes aware of a billing error shall be considered final.
Particularly, the Exchange will resolve an error by crediting or
debiting Members \3\ and non-Members based on the fees or rebates that
should have been applied in the three full calendar months preceding
the month in which the Exchange became aware of the error, which
includes all impacted transactions that occurred during those
months.\4\ The Exchange will apply the three month look back regardless
of whether the error was discovered by the Exchange or by a Member or
non-Member that submitted a fee dispute to the Exchange.\5\
---------------------------------------------------------------------------
\3\ The term ``Member'' means an individual or organization that
is registered with the Exchange pursuant to Chapter II of the MIAX
Pearl 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 Exchange Rule 100.
\4\ For example, if the Exchange becomes aware of a transaction
fee billing error on December 1, 2021, the Exchange will resolve the
error by crediting or debiting Members and non-Members based on the
fees or rebates that should have been applied to any impacted
transactions during September, October and November 2021. The
Exchange notes that because it bills in arrears, the Exchange would
be able to correct the error in advance of issuing the December 2021
invoice and therefore, transactions impacted through the date of
discovery (in this example, December 1, 2021) and thereafter, would
be billed correctly.
\5\ The Exchange notes that the current policy which states that
all fee disputes must be submitted no later than sixty (60) days
after receipt of a billing invoice will remain in place.
---------------------------------------------------------------------------
The purpose of the proposed change is to encourage Members and non-
Members to promptly review their Exchange invoices so that any disputed
charges can be addressed in a timely manner. The Exchange notes that it
provides Members with both daily and monthly fee reports and thus
believes they should be aware of any potential billing errors within
three months. Further, any fees assessed on non-Members are sent as
monthly invoices, and thus these firms will likewise receive sufficient
notice of any potential billing errors. The requirement that Members
and non-Members submit disputes in writing and provide supporting
documentation in a timely manner while the information and data
underlying those charges (e.g., applicable fees and order information)
is still easily and readily available is not changing under this
proposal.
The proposed rule change to provide all fees and rebates assessed
prior to the three full calendar months before the month in which the
Exchange becomes aware of a billing error shall be considered final
provides both the Exchange and Members and non-Members finality and the
ability to close their books after a known period of time. The proposed
change encourages Members and non-Members to provide a timely review of
their billing invoices.
The Exchange notes that it routinely conducts audits of its Members
and non-Members to ensure that each is complying with the terms and
conditions of the subscriber agreement they have signed. The audit
process is independent of the billing process. The audit function is
administered by the Exchange's Member Services Group and the billing
function is administered by the Exchange's Trading Operations Group.
Each group is charged with distinct responsibilities that do not
overlap. The proposed billing fee finality provision is not intended to
circumvent the audit process in any manner and the adoption of the
three month look back period, beyond which billing errors would be
considered final, would not affect a Member or non-Member's ability to
take a position with respect to billing charges identified through the
audit process.
[[Page 66362]]
Further, the Exchange notes that the proposed change is similar to
a policy currently in place at another exchange.\6\
---------------------------------------------------------------------------
\6\ See Securities Exchange Act Release No. 91836 (May 11,
2021), 86 FR 26765 (May 17, 2021) (SR-BOX-2021-08).
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that its proposal to amend its Fee Schedules
is consistent with Section 6(b) of the Act.\7\ Specifically, the
Exchange believes the proposed rule change is consistent with Section
6(b)(5) \8\ requirements that the rules of an exchange be designed to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest. Additionally, the Exchange
believes the proposed rule change is consistent with the Section
6(b)(5) \9\ requirement that the rules of an exchange not be designed
to permit unfair discrimination between customers, issuers, brokers, or
dealers.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(5).
\9\ Id.
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The Exchange believes that establishing a policy that all fees and
rebates are final after three months (i.e., resolving billing errors
only for the three full calendar months preceding the month in which
the Exchange became aware of the error), is reasonable as both the
Exchange and Members and non-Members have an interest in knowing when
its fee assessments are final and when reliance can be placed upon
those assessments. Indeed, without some deadline on billing errors, the
Exchange and Members and non-Members would never be able to close their
books with any confidence. Furthermore, as noted above, another
exchange similarly considers its fees final after a similar period of
time. The proposed change is also equitable, and not unfairly
discriminatory because it will apply equally to all Members (and non-
Members that pay Exchange fees) and apply in cases where either the
Member (or non-Member) discovers the error or the Exchange discovers
the error.
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. The proposed rule change would
establish a policy that provides clarity regarding billing errors that
would apply equally to all Members. Additionally, the proposed rule
change is similar to the rules of another exchange.\10\ The Exchange
does not believe such proposed changes would impair the ability of
Members or competing order execution venues to maintain their
competitive standing in the financial markets. Moreover, because the
proposed changes would apply equally to all Members, the proposal does
not impose any burden on competition.
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\10\ Supra note 6.
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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
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days after the date of the filing, or such
shorter time as the Commission may designate, it has become effective
pursuant to 19(b)(3)(A) of the Act \11\ and Rule 19b-4(f)(6) \12\
thereunder.
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\11\ 15 U.S.C. 78s(b)(3)(A).
\12\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \13\ normally
does not become operative for 30 days after the date of its filing.
However, Rule 19b-4(f)(6)(iii) \14\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. The Exchange has asked the
Commission to waive the 30-day operative delay. The Exchange states
that waiver of the operative delay is consistent with the protection of
investors and the public interest because such a waiver would allow
Members and non-Members to immediately benefit from having a clearly
stated policy regarding fee finality for billing disputes and provide
certainty and finality to current and prospective billing errors. In
addition, the Exchange states that the proposed rule change is
comparable to other policies and practices that are already established
at another exchange.
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\13\ 17 CFR 240.19b-4(f)(6).
\14\ 17 CFR 240.19b-4(f)(6)(iii).
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The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest
because it will allow the Exchange to modify its Fee Schedules to
immediately adopt a policy relating to billing errors that is designed
to provide clarity and certainty with respect to when Exchange fees and
rebates may be considered final. Further, the proposed rule change is
substantially similar to provisions currently in effect on other
national securities exchanges \15\ and therefore does not raise any new
or novel regulatory issues. Accordingly, the Commission waives the
operative delay and designates the proposed rule change operative upon
filing.\16\
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\15\ See, e.g., supra note 6.
\16\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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 change 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 [email protected]. Please include
File Number SR-PEARL-2021-55 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-2021-55. This file
[[Page 66363]]
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-2021-55 and should be submitted on
or before December 13, 2021.
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\17\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-25360 Filed 11-19-21; 8:45 am]
BILLING CODE 8011-01-P
