Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 4137 

21 17 CFR 200.30–3(a)(12). 

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). 

5For example, if the Exchange becomes aware of 

a transaction fee billing error on January 4, 2021, 

the Exchange will resolve the error by crediting or 

debiting Members based on the fees or rebates that 

should have been applied to any impacted 

transactions during October, November and 

December 2020. The Exchange notes that because 

it bills in arrears, the Exchange would be able to 

correct the error in advance of issuing the January 

2021 invoice and therefore, transactions impacted 

through the date of discovery (in this example, 

January 4, 2021) and thereafter, would be billed 

correctly. 

6See e.g. Securities Exchange Act Release No. 

87650 (December 3, 2019), 84 FR 67304 (December 

9, 2019) (SR–NYSECHX–2019–024); Securities 

Exchange Act Release No. 84430 (October 16, 2018), 

83 FR 53347 (October 22, 2018) (SR–NYSENAT– 

2018–23); and Securities Exchange Act Release No. 

79060 (October 6, 2016), 81 FR 70716 (October 13, 

2016) (SR–ISEGemini–2016–11). 

7See e.g., MEMX LLC, Rule 15.3, IEX Rule 

15.120, Nasdaq Rule Equity 7, Section 70, Nasdaq 

BX Rule Equity 7, Section 111, and Nasdaq PHLX 

Rule Equity 7, Section 2. 

inspection and copying at the principal 

office of FINRA. 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–FINRA– 

2021–001, and should be submitted on 

or before February 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00821 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90901; File No. SR– 

CboeEDGX–2020–064] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Establish a 

Policy Relating to Billing Errors 

January 11, 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 December 

31, 2020, Cboe EDGX Exchange, Inc. 

(the ‘‘Exchange’’ or ‘‘EDGX’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A)(iii) of 

the Act 3 and Rule 19b–4(f)(6) 

thereunder.4 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 its 

options and equities fees schedules to 

adopt a provision relating to billing 

errors and fee disputes. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

options/regulation/rule_filings/edgx/), 

at the Exchange’s Office of the 

Secretary, 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 its 

options and equities fees schedules to 

adopt a provision relating to billing 

errors and fee disputes. Particularly, the 

Exchange proposes to provide that after 

three calendar months, all fees and 

rebates assessed by the Exchange would 

be considered final. More specifically, 

the Exchange would adopt language in 

the fees schedules 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 and NonMembers 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, including to 

all impacted transactions that occurred 

during those months.5 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. The 

Exchange also proposes to provide all 

disputes concerning fees and rebates 

assessed by the Exchange would have to 

be submitted to the Exchange in writing 

and accompanied by supporting 

documentation. 

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. 

Requiring that Members and NonMembers submit disputes in writing and 

provide supporting documentation 

encourages them to promptly review 

their invoices so that any disputed 

charges can be addressed 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. This 

practice will avoid issues that may arise 

when Members or Non-Members do not 

dispute an invoice in a timely manner 

and will conserve Exchange resources 

that would have to be expended to 

resolve untimely billing disputes. As 

such, the proposed rule change would 

alleviate administrative burdens related 

to billing disputes, which could divert 

staff resources away from the 

Exchange’s regulatory and business 

purposes. The proposed rule change to 

provide all fees and rebates are final 

after three calendar months also 

provides both the Exchange and 

Members and Non-Members finality and 

the ability to close their books after a 

known period of time. 

The Exchange notes that a number of 

exchanges have explicitly stated that 

they consider all fees to be final after a 

similar period of time.6 Additionally, 

several other exchanges have adopted 

similar provisions in their rules that 

provide for a process for Members and 

Non-Members to submit fee disputes.7

The proposed billing policy will apply 

to all charges and rebates reflected in 

the Exchange’s fees schedules. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

4138 Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 

8 15 U.S.C. 78f(b). 

9 15 U.S.C. 78f(b)(5). 

10 Id. 

11See supra note 7. 

12See supra note 6. 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(6). 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.8 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 9 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) 10 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

With respect to the proposed billing 

procedure, the Exchange believes that 

the requirement to submit all billing 

disputes in writing, and with supporting 

documentation is reasonable because 

the Exchange provides Members with 

ample tools to monitor and account for 

various charges incurred in a given 

month. Additionally, the Exchange 

notes that most Members and NonMembers that pay exchange fees are 

sophisticated entities, so it is 

appropriate to expect them to promptly 

review their invoices for errors and to be 

capable of identifying such errors. The 

proposed provision also promotes the 

protection of investors and the public 

interest by providing a clear and concise 

mechanism for Members and NonMembers to dispute fees and for the 

Exchange to review such disputes in a 

timely manner. Moreover, the proposed 

billing dispute language, which will 

lower the Exchange’s administrative 

burden, is similar to billing dispute 

language of other exchanges.11 In 

addition, the proposed billing procedure 

is fair, equitable, and not unfairly 

discriminatory because it will apply 

equally to all Members (and NonMembers that pay Exchange fees). 

The Exchange also believes that 

providing 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 on 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, a number of Exchanges similarly 

consider their fees final after a similar 

period of time.12 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 would impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. With respect 

to the billing procedure and billing error 

policy, the proposed rule change would 

establish a clear process that would 

apply equally to all Members. 

Additionally, the proposed rule change 

is similar to rules of other exchanges. 

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 

No comments were solicited or 

received on the proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (1) Significantly affect 

the protection of investors or the public 

interest; (2) impose any significant 

burden on competition; and (3) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 13 and Rule 19b– 

4(f)(6) 14 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 will 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

CboeEDGX–2020–064 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–CboeEDGX–2020–064. 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 (http://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; 

Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 4139 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Exchange Rule 1901. 

4See Exchange Rule 2614(c)(3). 

5The term ‘‘MIAX PEARL Equities Book’’ means 

the electronic book of orders in equity securities 

maintained by the System. See Exchange Rule 1901. 

The term ‘‘System’’ means the automated trading 

system used by the Exchange for the trading of 

securities. See Exchange Rule 100. 

6See Cboe Global Markets, U.S Equities Market 

Volume Summary, available at https://

markets.cboe.com/us/equities/market_share/. 

7See FINRA ATS Transparency Data, available at 

https://otctransparency.finra.org/otctransparency/ 

AtsIssueData. A list of alternative trading systems 

registered with the Commission is available at 

https://www.sec.gov/foia/docs/atslist.htm. 

8See supra note 6. 

9See Securities Exchange Act Release No. 90102 

(October 6, 2020), 85 FR 64559 (October 13, 2020) 

(SR–PEARL–2020–17). 

10See Securities Exchange Act Release No. 90400 

(November 12, 2020), 85 FR 73550 (November 18, 

2020) (SR–PEARL–2020–24). 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

CboeEDGX–2020–064 and should be 

submitted on or before February 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00818 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90894; File No. SR– 

PEARL–2020–37] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Its Fee 

Schedule Regarding Tape B Securities 

January 11, 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 December 

31, 2020, 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 the Substance 

of the Proposed Rule Change 

The Exchange is filing a proposal to 

amend the fee schedule applicable for 

MIAX PEARL Equities, an equities 

trading facility of the Exchange (the 

‘‘Fee Schedule’’).3 The proposed 

changes will become effective January 1, 

2021. 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://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 

The purpose of the proposed rule 

change is to amend the MIAX PEARL 

Equities Fee Schedule to increase the 

rebate for displayed orders 4 that add 

liquidity in Tape B securities priced at 

or above $1.00 to the MIAX PEARL 

Equities Book 5 from $0.0032 to $0.0035 

per share. The Exchange also proposes 

to decrease the fee for orders that 

remove liquidity in Tape B Securities 

priced at or above $1.00 from the MIAX 

PEARL Equities Book from $0.0028 to 

$0.0027 per share. 

The Exchange does not propose to 

amend the rates to add or remove 

liquidity in Tapes A and C securities. 

The rebate provided to displayed orders 

that add liquidity in Tapes A and C 

securities priced at or above $1.00 will 

remain $0.0032 per share and the fee to 

remove liquidity in Tape A and C 

securities priced at or above $1.00 will 

remain $0.0028 per share. Lastly, the 

Exchange proposes to amend the Fee 

Schedule to delineate the rates 

applicable to displayed orders that add 

liquidity and orders that remove 

liquidity in Tapes A, B, and C securities 

priced at or above $1.00. 

The Exchange operates in a highly 

competitive market in which market 

participants can readily direct order 

flow to competing venues if they deem 

fee levels at a particular venue to be 

excessive or rebates/incentives to be 

insufficient. More specifically, the 

Exchange is only one of several equities 

venues (including both registered 

exchanges and various alternative 

trading systems) to which market 

participants may direct their order flow 

and execute their trades. Indeed, equity 

trading is currently dispersed across 16 

exchanges,6 31 alternative trading 

systems,7 and numerous broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly available information, no single 

registered equities exchange currently 

has more than approximately 20% of 

total market share.8 Thus, in such a lowconcentrated and highly competitive 

market, no single equities trading venue 

possesses significant pricing power in 

the execution of trades, and, the 

Exchange currently represents a very 

small percentage of the overall market. 

The purpose of this proposed change 

is for business and competitive reasons. 

As a new entrant into the equities 

market, the Exchange initially adopted a 

rebate of $0.0028 per share for displayed 

orders that add liquidity and fee of 

$0.0028 per share for orders that remove 

liquidity in securities priced at or above 

$1.00.9 The Exchange later increased the 

rebate for displayed orders that add 

liquidity in securities priced at or above 

$1.00 to $0.0032 per share to further 

encourage market participants to submit 

displayed orders to the Exchange.10 The 

fee to remove liquidity in securities 

priced at or above $1.00 has been 

unchanged since its adoption. 

The Exchange now believes that it is 

appropriate to increase the rebate to 

$0.0035 per share for displayed orders 

that add liquidity in Tape B securities 

priced at or above $1.00. The Exchange 

believes that this proposed increased 

rebate will result in encouraging market 

participants to submit more displayed 

orders to the Exchange, thereby 

increasing displayed order liquidity on 

the MIAX PEARL Equities Book, which 

should benefit all Exchange participants 

by providing more trading opportunities 

and tighter spreads. The Exchange also 

believes a corresponding change to 

decrease the fee to $0.0027 per share for 

orders that remove liquidity in Tape B 

securities priced at or above $1.00 is 

similarly appropriate. The Exchange 

believes the decreased fee would