Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX Pearl Equities Fee Schedule To Make a Non-Substantive Change, 102982-102985 [2024-29928]

Download as PDF 102982 Federal Register / Vol. 89, No. 243 / Wednesday, December 18, 2024 / Notices khammond on DSK9W7S144PROD with NOTICES cancelations, and purge requests. By providing firms the ability to test all of these features in the test environment prior to implementing them in the live trading environment, the Exchange believes this will reduce the likelihood of a potentially disruptive system failure in the live trading environment, which has the potential to affect all market participants. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange made connectivity access to the test environment available to keep pace with technological changes in the industry and evolving customer needs and demands, and believes the product will contribute to robust competition among national securities exchanges. As a result, the Exchange believes this proposed rule change permits fair competition among national securities exchanges. The Exchange believes the proposed fee would not cause any unnecessary or inappropriate burden on intermarket competition as other exchanges are free to introduce their own comparable testing environments for free or lower prices, which several competing exchanges already provide.22 The Exchange operates in a highly competitive environment, and its ability to price access to the test environment is constrained by the optional nature of accessing the test environment via a dedicated cross connect. Providing access to the test environment via dedicated cross connection is provided purely for convenience, in response to Member demand, and, again, would be entirely optional. The Exchange notes that use of accessing the test environment via a dedicated cross connection would be completely voluntary and is simply an additional optional means to access the test environment. Members who do not prefer the to access the test environment via a dedicated cross connection and pay the applicable fee will be able to continue to perform the same testing functions when accessing the test environment via the existing VPN internet access for free. The Exchange must consider this in its pricing discipline in order to attract subscribers. The Exchange believes that if it were to propose a fee that is excessively high, it would simply serve to reduce demand for the Exchange’s product, which as discussed, Members and non-Members are under no obligation to utilize. The Exchange does not believe the proposed rule change would cause any unnecessary or inappropriate burden on intramarket competition. Particularly, the proposed fee applies uniformly to any purchaser in that the Exchange does not differentiate between subscribers that wish to access the testing systems environment via a dedicated cross connect via either a 1Gb or 10Gb connection. The proposed fee is set at a modest level that would allow any interested market participant to purchase access to the test environment based on their business needs. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or 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,23 and Rule 19b–4(f)(2) 24 thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include file number SR– EMERALD–2024–27 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange 23 15 22 See supra note 18. VerDate Sep<11>2014 18:09 Dec 17, 2024 24 17 Jkt 265001 PO 00000 U.S.C. 78s(b)(3)(A)(ii). CFR 240.19b–4(f)(2). Frm 00131 Fmt 4703 Sfmt 4703 Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to file number SR–EMERALD–2024–27. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–EMERALD–2024–27 and should be submitted on or before January 8, 2025. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.25 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–29924 Filed 12–17–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–101902; File No. SR– PEARL–2024–57] Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX Pearl Equities Fee Schedule To Make a NonSubstantive Change December 12, 2024. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 25 17 E:\FR\FM\18DEN1.SGM CFR 200.30–3(a)(12). 18DEN1 Federal Register / Vol. 89, No. 243 / Wednesday, December 18, 2024 / Notices (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on December 4, 2024, MIAX PEARL, LLC (‘‘MIAX Pearl’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange has designated the proposed rule change as constituting a ‘‘non-controversial’’ rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(6) thereunder,4 which renders the proposal effective upon receipt of this filing by the Commission. 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 the fee schedule (the ‘‘Fee Schedule’’) applicable to MIAX Pearl Equities, an equities trading facility of the Exchange. The text of the proposed rule change is available on the Exchange’s website at https://www.miaxglobal.com/markets/ us-equities/pearl-equities/rule-filings, at MIAX Pearl’s principal office, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the 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 khammond on DSK9W7S144PROD with NOTICES 1. Purpose The Exchange proposes to amend the table in Section (1)(a) of the Fee Schedule, which provides the Exchange’s standard rates for adding or removing liquidity in all securities, to make a non-substantive, clarifying change. 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(6). 2 17 VerDate Sep<11>2014 18:09 Dec 17, 2024 Jkt 265001 Background Currently, the Standard Rates table in Section (1)(a) of the Fee Schedule provides the standard rates for executions of orders in all securities that add or remove liquidity from the Exchange as well as the corresponding liquidity indicator code applicable to such transaction. In particular, the Exchange provides a standard rebate of ($0.0021) 5 per share for executions of orders in securities priced at or above $1.00 per share that add displayed liquidity to the Exchange across all tapes.6 The Exchange provides a standard rebate of 0.15% of the total dollar value of the transaction for executions of orders in securities priced below $1.00 per share that add displayed liquidity to the Exchange across all tapes.7 The Exchange provides in the Standard Rates table in Section (1)(a) of the Fee Schedule that the liquidity indicator codes that apply to the above-described transactions are ‘‘AA’’ (Adds Liquidity, Displayed Order (Tape A)); ‘‘AB’’ (Adds Liquidity, Displayed Order (Tape B)); ‘‘AC’’ (Adds Liquidity, Displayed Order (Tape C)); and ‘‘AR’’ (Retail Order, Adds Liquidity, Displayed Order (All Tapes)).8 Effective beginning July 1, 2021, the Exchange established liquidity indicator code ‘‘AR,’’ which provides a higher standard rebate for executions of Retail Orders in securities priced at or above $1.00 per share that add displayed liquidity to the Exchange across all tapes. This is the ‘‘standard rate’’ of ($0.0037) per share for such Retail Order transactions.9 Proposal The Exchange proposes to amend the Standard Rates table in Section (1)(a) of the Fee Schedule to add a new column that will describe the rebate applicable to executions of Retail Orders in all securities that add displayed liquidity to the Exchange across all tapes. The Exchange proposes to delete liquidity indicator code ‘‘AR’’ from the first column of rebates titled ‘‘Adding Liquidity Displayed Order’’ and create a new column titled ‘‘Adding Liquidity 5 Rebates are indicated by parentheses. See the General Notes section of the Fee Schedule. 6 See Fee Schedule, Section (1)(a). 7 Id. 8 A ‘‘Retail Order’’ is an agency or riskless principal order that meets the criteria of FINRA Rule 5320.03 that originates from a natural person and is submitted to the Exchange by a Retail Member Organization, provided that no change is made to the terms of the order with respect to price or side of market and the order does not originate from a trading algorithm or any other computerized methodology. See Exchange Rule 2626(a)(2). 9 See Securities Exchange Act Release No. 92452 (July 20, 2021), 86 FR 40092 (July 26, 2021) (SR– PEARL–2021–34). PO 00000 Frm 00132 Fmt 4703 Sfmt 4703 102983 Displayed Retail Order,’’ which will apply only to liquidity indicator code ‘‘AR’’. Since liquidity indicator code ‘‘AR’’ is currently in the first column of the Standard Rates table, this suggests incorrectly that the rebate for executions of Retail Orders in securities at or above $1.00 per share that add displayed liquidity to the Exchange across all tapes is ($0.0021) per share; however, since July 2021, the Exchange has provided market participants the correct rebate of ($0.0037) per share for such transactions in Retail Orders. This proposal will eliminate the erroneous text regarding the rebate applicable to executions of Retail Orders in securities at or above $1.00 per share that add displayed liquidity to the Exchange across all tapes. The proposed new column will describe the current standard rates applicable to executions of Retail Orders in all securities that add displayed liquidity to the Exchange across all tapes. In particular, the first row of the new column will show the standard rebate of ($0.0037) per share for executions Retail Orders in securities priced at or above $1.00 per share that add displayed liquidity to the Exchange across all tapes. The second row will show the standard rebate of 0.15% of the total dollar value of the transaction for executions Retail Orders in securities priced below $1.00 per share that add displayed liquidity to the Exchange across all tapes. Finally, the third row will show the applicable liquidity indicator code of ‘‘AR.’’ The Exchange does not propose to amend any rebates or fees. The purpose of the proposed change is to provide greater clarity within the Fee Schedule. 2. Statutory Basis The Exchange believes that the proposed change is consistent with Section 6(b) of the Act 10 in general, and further the objectives of Section 6(b)(5) of the Act,11 in particular, in that it is designed to promote just and equitable principles of trade, foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, remove impediments to and perfect the mechanisms of a free and open market and a national market system and, in general, protect investors and the public interest. The Exchange believes the proposed changes promote just and equitable principles of trade and remove impediments to and perfects the 10 15 11 15 E:\FR\FM\18DEN1.SGM U.S.C. 78f(b). U.S.C. 78f(b)(5). 18DEN1 102984 Federal Register / Vol. 89, No. 243 / Wednesday, December 18, 2024 / Notices khammond on DSK9W7S144PROD with NOTICES mechanism of a free and open market and a national market system because the proposed changes will provide greater clarity to Equity Members 12 and the public regarding the Exchange’s Fee Schedule. This is because the Fee Schedule, as currently stated, may be unclear as to which rebate market participants will receive for executions of Retail Orders in securities priced at or above $1.00 per share that add displayed liquidity to the Exchange, which is ($0.0037) per share and not ($0.0021) per share.13 The proposed changes will provide greater clarity within the Fee Schedule by eliminating what could be read as an inapplicable rebate of ($0.0021) per share for executions of Retail Orders in securities priced at or above $1.00 per share that add displayed liquidity to the Exchange since the Exchange established the rebate of ($0.0037) per share for such transactions in Retail Orders in July 2021 and has provided the correct rebate since that time. With the addition of the new column, the Exchange will provide greater clarity regarding the standard rates in the Fee Schedule. The Exchange believes this proposed change will make it easier for Equity Members to interpret the Exchange’s Fee Schedule, render the Fee Schedule more accurate and reduce potential investor confusion, which removes impediments to and perfects the mechanism of a free and open market and a national market system. The Exchange does not propose to amend any rebates or fees. It is in the public interest for the Exchange’s Fee Schedule to be clear and consistent so as to eliminate the potential for confusion. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. Specifically, the Exchange believes the proposed change will not impose any burden on intramarket competition as there is no change to the Exchange’s rebates or fees and because the Exchange’s Fee Schedule will continue to apply equally to all market participants. The proposal will have no impact on competition as it is not designed to address any competitive issue but rather is designed to provide clarity regarding the Exchange’s rebates for certain types of 12 The term ‘‘Equity Member’’ is a Member authorized by the Exchange to transact business on MIAX Pearl Equities. See Exchange Rule 1901. 13 See Fee Schedule, Section (1)(a). VerDate Sep<11>2014 18:09 Dec 17, 2024 Jkt 265001 transactions. The proposal will not impose any burden on competition; rather it will make it easier for Equity Members to interpret the Exchange’s Fee Schedule, which may reduce potential investor confusion. The Exchange does not believe the proposal will impose any burden on inter-market competition as the proposal does not address any competitive issues and is intended to protect investors by providing greater clarity regarding the Exchange’s standard rate for executions of Retail Orders in securities priced at or above $1.00 per share that add displayed liquidity to the Exchange across all tapes. The Exchange does not believe that the proposal will harm another exchange’s ability to compete. Accordingly, the Exchange does not believe the proposal imposes any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. 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 if consistent with the protection of investors and the public interest, it has become effective pursuant to Section 19(b)(3)(A) of the Act 14 and Rule 19b–4(f)(6) 15 thereunder. A proposed rule change filed under Rule 19b–4(f)(6) 16 normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b–4(f)(6)(iii),17 the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the 14 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change, 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. 16 17 CFR 240.19b–4(f)(6). 17 17 CFR 240.19b–4(f)(6)(iii). 15 17 PO 00000 Frm 00133 Fmt 4703 Sfmt 4703 Commission to waive the 30-day operative delay so that the proposed rule change may become operative upon filing. The Exchange states that the proposed rule change does not significantly affect the protection of investors or the public interest because the proposed addition of a new column to show the standard rates for executions of Retail Orders in all securities that add displayed liquidity to the Exchange across all tapes is a nonsubstantive, clarifying edit that does not propose to amend any current fees or rebates. Further, the Exchange states that is in the public interest for the Fee Schedule to be clear and consistent. The proposed rule change does not raise any new or novel issues, and is intended to reduce the potential for confusion within the Exchange’s Fee Schedule. For these reasons, the Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest. Therefore, the Commission hereby waives the operative delay and designates the proposal operative upon filing.18 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include file number SR– PEARL–2024–57 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 For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). E:\FR\FM\18DEN1.SGM 18DEN1 Federal Register / Vol. 89, No. 243 / Wednesday, December 18, 2024 / Notices All submissions should refer to file number SR–PEARL–2024–57. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–PEARL–2024–57 and should be submitted on or before January 8, 2025. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.19 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–29928 Filed 12–17–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION khammond on DSK9W7S144PROD with NOTICES [Release No. 34–101890; File No. SR–DTC– 2023–801] Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing of Amendment No. 1 to Advance Notice To Raise Prefunded Liquidity Resources Through the Periodic Issuance and Private Placement of Senior Notes December 12, 2024. On August 15, 2023, The Depository Trust Company (‘‘DTC’’) filed with the Securities and Exchange Commission 19 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 18:09 Dec 17, 2024 Jkt 265001 (‘‘Commission’’) advance notice SR– DTC–2023–801 (‘‘Initial Filing’’) pursuant Section 806(e)(1) of Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act entitled the Payment, Clearing, and Settlement Supervision Act of 2010 (‘‘Clearing Supervision Act’’) 1 and Rule 19b– 4(n)(1)(i) under the Securities Exchange Act of 1934 (‘‘Act’’).2 The Initial Filing was published for comment in the Federal Register on August 31, 2023.3 The Commission has received comment on the Initial Filing.4 Notice is hereby given that on December 3, 2024, DTC filed with the Commission Amendment No. 1 to the Initial Filing as described in Items I, II and III below, which Items have been prepared by the clearing agency. This Amendment No. 1 supersedes and replaces the Initial Filing in its entirety. The Commission is publishing this notice to solicit comments on Amendment No. 1 from interested persons. I. Clearing Agency’s Statement of the Terms of Substance of the Advance Notice Pursuant to the Clearing Supervision Act 5 and Rule 19b–4(n)(1)(i) under the Act,6 DTC is filing this Amendment No. 1 to advance notice SR–DTC–2023–801 7 in connection with a proposal to raise prefunded liquidity resources through the periodic issuance and private placement of senior notes (‘‘Debt Issuance’’). The proceeds from the Debt Issuance would supplement DTC’s existing default liquidity risk management resources, as described in greater detail below. II. Clearing Agency’s Statement of the Purpose of, and Statutory Basis for, the Advance Notice In its filing with the Commission, the clearing agency included statements concerning the purpose of and basis for the Advance Notice and discussed any comments it received on the Advance Notice. The text of these statements may be examined at the places specified in Item IV below. The clearing agency has prepared summaries, set forth in sections A and B below, of the most significant aspects of such statements. 1 12 U.S.C. 5465(e)(1). CFR 240.19b–4(n)(1)(i). 3 Securities Exchange Act Release No. 98227 (Aug. 25, 2023), 88 FR 60251 (Aug. 31, 2023). 4 Comments on the Initial Filing are available at https://www.sec.gov/comments/sr-dtc-2023-801/ srdtc2023801.htm. 5 12 U.S.C. 5465(e)(1). 6 17 CFR 240.19b–4(n)(1)(i). 7 See Securities Exchange Act Release No. 98227 (Aug. 25, 2023), 88 FR 60251 (Aug. 31, 2023) (SR– DTC–2023–801). 2 17 PO 00000 Frm 00134 Fmt 4703 Sfmt 4703 102985 (A) Clearing Agency’s Statement on Comments on the Advance Notice Received From Members, Participants, or Others Written comments on the advance notice have not been solicited or received. DTC will notify the Commission of any written comments received by DTC. If any written comments are received by DTC, they will be publicly filed as an Exhibit 2 to this filing. Persons submitting comments are cautioned that, the Commission does not edit personal identifying information from comment submissions. Commenters should submit only information that they wish to make available publicly, including their name, email address, and any other identifying information. All prospective commenters should follow the Commission’s instructions on how to submit comments, available at www.sec.gov/regulatory-actions/how-tosubmit-comments. General questions regarding the rule filing process or logistical questions regarding this filing should be directed to the Main Office of the Commission’s Division of Trading and Markets at tradingandmarkets@ sec.gov or 202–551–5777. DTC reserves the right not to respond to any comments received. (B) Advance Notice Filed Pursuant to Section 806(e) of the Clearing Supervision Act Description of Proposed Change DTC is proposing to raise prefunded liquidity through the periodic issuance and private placement of senior notes to qualified institutional investors in an aggregate amount not to exceed $3 billion, as described in greater detail below. The proceeds of the Debt Issuance would supplement DTC’s qualifying liquidity resources, which are described in the Clearing Agency Liquidity Risk Management Framework (‘‘Framework’’) 8 and include cash deposits to its Participants Fund and cash that would be obtained by drawing upon DTC’s committed 364-day credit facility with a consortium of banks (‘‘Line of Credit’’).9 8 See Securities Exchange Act Release Nos. 82377 (Dec. 21, 2017), 82 FR 61617 (Dec. 28, 2017) (SR– DTC–2017–004; SR–FICC–2017–008; SR–NSCC– 2017–005). Following the completion of the initial issuance and private placement of senior notes, the Clearing Agencies would file a proposed rule change to amend the Framework to include the proceeds of the Debt Issuance as an additional qualifying liquidity resource of DTC. 9 Capitalized terms not defined herein are defined in the Rules, By-Laws and Organization Certificate of DTC (‘‘Rules’’) available at www.dtcc.com/∼/ E:\FR\FM\18DEN1.SGM Continued 18DEN1

Agencies

[Federal Register Volume 89, Number 243 (Wednesday, December 18, 2024)]
[Notices]
[Pages 102982-102985]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-29928]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101902; File No. SR-PEARL-2024-57]


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

December 12, 2024.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934

[[Page 102983]]

(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on December 4, 2024, MIAX PEARL, LLC (``MIAX Pearl'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the Exchange. The Exchange has designated the 
proposed rule change as constituting a ``non-controversial'' rule 
change pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 
19b-4(f)(6) thereunder,\4\ which renders the proposal effective upon 
receipt of this filing by the Commission. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the fee schedule (the ``Fee 
Schedule'') applicable to MIAX Pearl Equities, an equities trading 
facility of the Exchange.
    The text of the proposed rule change is available on the Exchange's 
website at https://www.miaxglobal.com/markets/us-equities/pearl-equities/rule-filings, at MIAX Pearl's principal office, and at the 
Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the table in Section (1)(a) of the 
Fee Schedule, which provides the Exchange's standard rates for adding 
or removing liquidity in all securities, to make a non-substantive, 
clarifying change.

Background

    Currently, the Standard Rates table in Section (1)(a) of the Fee 
Schedule provides the standard rates for executions of orders in all 
securities that add or remove liquidity from the Exchange as well as 
the corresponding liquidity indicator code applicable to such 
transaction. In particular, the Exchange provides a standard rebate of 
($0.0021) \5\ per share for executions of orders in securities priced 
at or above $1.00 per share that add displayed liquidity to the 
Exchange across all tapes.\6\ The Exchange provides a standard rebate 
of 0.15% of the total dollar value of the transaction for executions of 
orders in securities priced below $1.00 per share that add displayed 
liquidity to the Exchange across all tapes.\7\ The Exchange provides in 
the Standard Rates table in Section (1)(a) of the Fee Schedule that the 
liquidity indicator codes that apply to the above-described 
transactions are ``AA'' (Adds Liquidity, Displayed Order (Tape A)); 
``AB'' (Adds Liquidity, Displayed Order (Tape B)); ``AC'' (Adds 
Liquidity, Displayed Order (Tape C)); and ``AR'' (Retail Order, Adds 
Liquidity, Displayed Order (All Tapes)).\8\ Effective beginning July 1, 
2021, the Exchange established liquidity indicator code ``AR,'' which 
provides a higher standard rebate for executions of Retail Orders in 
securities priced at or above $1.00 per share that add displayed 
liquidity to the Exchange across all tapes. This is the ``standard 
rate'' of ($0.0037) per share for such Retail Order transactions.\9\
---------------------------------------------------------------------------

    \5\ Rebates are indicated by parentheses. See the General Notes 
section of the Fee Schedule.
    \6\ See Fee Schedule, Section (1)(a).
    \7\ Id.
    \8\ A ``Retail Order'' is an agency or riskless principal order 
that meets the criteria of FINRA Rule 5320.03 that originates from a 
natural person and is submitted to the Exchange by a Retail Member 
Organization, provided that no change is made to the terms of the 
order with respect to price or side of market and the order does not 
originate from a trading algorithm or any other computerized 
methodology. See Exchange Rule 2626(a)(2).
    \9\ See Securities Exchange Act Release No. 92452 (July 20, 
2021), 86 FR 40092 (July 26, 2021) (SR-PEARL-2021-34).
---------------------------------------------------------------------------

Proposal
    The Exchange proposes to amend the Standard Rates table in Section 
(1)(a) of the Fee Schedule to add a new column that will describe the 
rebate applicable to executions of Retail Orders in all securities that 
add displayed liquidity to the Exchange across all tapes. The Exchange 
proposes to delete liquidity indicator code ``AR'' from the first 
column of rebates titled ``Adding Liquidity Displayed Order'' and 
create a new column titled ``Adding Liquidity Displayed Retail Order,'' 
which will apply only to liquidity indicator code ``AR''. Since 
liquidity indicator code ``AR'' is currently in the first column of the 
Standard Rates table, this suggests incorrectly that the rebate for 
executions of Retail Orders in securities at or above $1.00 per share 
that add displayed liquidity to the Exchange across all tapes is 
($0.0021) per share; however, since July 2021, the Exchange has 
provided market participants the correct rebate of ($0.0037) per share 
for such transactions in Retail Orders. This proposal will eliminate 
the erroneous text regarding the rebate applicable to executions of 
Retail Orders in securities at or above $1.00 per share that add 
displayed liquidity to the Exchange across all tapes.
    The proposed new column will describe the current standard rates 
applicable to executions of Retail Orders in all securities that add 
displayed liquidity to the Exchange across all tapes. In particular, 
the first row of the new column will show the standard rebate of 
($0.0037) per share for executions Retail Orders in securities priced 
at or above $1.00 per share that add displayed liquidity to the 
Exchange across all tapes. The second row will show the standard rebate 
of 0.15% of the total dollar value of the transaction for executions 
Retail Orders in securities priced below $1.00 per share that add 
displayed liquidity to the Exchange across all tapes. Finally, the 
third row will show the applicable liquidity indicator code of ``AR.'' 
The Exchange does not propose to amend any rebates or fees. The purpose 
of the proposed change is to provide greater clarity within the Fee 
Schedule.
2. Statutory Basis
    The Exchange believes that the proposed change is consistent with 
Section 6(b) of the Act \10\ in general, and further the objectives of 
Section 6(b)(5) of the Act,\11\ in particular, in that it is designed 
to promote just and equitable principles of trade, foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, remove impediments to and perfect the 
mechanisms of a free and open market and a national market system and, 
in general, protect investors and the public interest.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes the proposed changes promote just and 
equitable principles of trade and remove impediments to and perfects 
the

[[Page 102984]]

mechanism of a free and open market and a national market system 
because the proposed changes will provide greater clarity to Equity 
Members \12\ and the public regarding the Exchange's Fee Schedule. This 
is because the Fee Schedule, as currently stated, may be unclear as to 
which rebate market participants will receive for executions of Retail 
Orders in securities priced at or above $1.00 per share that add 
displayed liquidity to the Exchange, which is ($0.0037) per share and 
not ($0.0021) per share.\13\ The proposed changes will provide greater 
clarity within the Fee Schedule by eliminating what could be read as an 
inapplicable rebate of ($0.0021) per share for executions of Retail 
Orders in securities priced at or above $1.00 per share that add 
displayed liquidity to the Exchange since the Exchange established the 
rebate of ($0.0037) per share for such transactions in Retail Orders in 
July 2021 and has provided the correct rebate since that time.
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    \12\ The term ``Equity Member'' is a Member authorized by the 
Exchange to transact business on MIAX Pearl Equities. See Exchange 
Rule 1901.
    \13\ See Fee Schedule, Section (1)(a).
---------------------------------------------------------------------------

    With the addition of the new column, the Exchange will provide 
greater clarity regarding the standard rates in the Fee Schedule. The 
Exchange believes this proposed change will make it easier for Equity 
Members to interpret the Exchange's Fee Schedule, render the Fee 
Schedule more accurate and reduce potential investor confusion, which 
removes impediments to and perfects the mechanism of a free and open 
market and a national market system. The Exchange does not propose to 
amend any rebates or fees. It is in the public interest for the 
Exchange's Fee Schedule to be clear and consistent so as to eliminate 
the potential for confusion.

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

    The Exchange does not believe that the proposed change will impose 
any burden on competition not necessary or appropriate in furtherance 
of the purposes of the Act. Specifically, the Exchange believes the 
proposed change will not impose any burden on intra-market competition 
as there is no change to the Exchange's rebates or fees and because the 
Exchange's Fee Schedule will continue to apply equally to all market 
participants. The proposal will have no impact on competition as it is 
not designed to address any competitive issue but rather is designed to 
provide clarity regarding the Exchange's rebates for certain types of 
transactions. The proposal will not impose any burden on competition; 
rather it will make it easier for Equity Members to interpret the 
Exchange's Fee Schedule, which may reduce potential investor confusion.
    The Exchange does not believe the proposal will impose any burden 
on inter-market competition as the proposal does not address any 
competitive issues and is intended to protect investors by providing 
greater clarity regarding the Exchange's standard rate for executions 
of Retail Orders in securities priced at or above $1.00 per share that 
add displayed liquidity to the Exchange across all tapes. The Exchange 
does not believe that the proposal will harm another exchange's ability 
to compete. Accordingly, the Exchange does not believe the proposal 
imposes any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

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 if consistent with the 
protection of investors and the public interest, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \14\ and Rule 19b-
4(f)(6) \15\ thereunder.
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    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, 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) \16\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\17\ the Commission 
may 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 so that the proposed 
rule change may become operative upon filing. The Exchange states that 
the proposed rule change does not significantly affect the protection 
of investors or the public interest because the proposed addition of a 
new column to show the standard rates for executions of Retail Orders 
in all securities that add displayed liquidity to the Exchange across 
all tapes is a non-substantive, clarifying edit that does not propose 
to amend any current fees or rebates. Further, the Exchange states that 
is in the public interest for the Fee Schedule to be clear and 
consistent. The proposed rule change does not raise any new or novel 
issues, and is intended to reduce the potential for confusion within 
the Exchange's Fee Schedule. For these reasons, the Commission believes 
that waiving the 30-day operative delay is consistent with the 
protection of investors and the public interest. Therefore, the 
Commission hereby waives the operative delay and designates the 
proposal operative upon filing.\18\
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    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 17 CFR 240.19b-4(f)(6)(iii).
    \18\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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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 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-2024-57 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 102985]]


All submissions should refer to file number SR-PEARL-2024-57. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-PEARL-2024-57 and should be 
submitted on or before January 8, 2025.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-29928 Filed 12-17-24; 8:45 am]
BILLING CODE 8011-01-P
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