3488 Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 

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

2 17 CFR 240.19b–4. 

3See Fee Schedule, Section 1(f). 

4The term ‘‘Equity Member’’ is a Member 

authorized by the Exchange to transact business on 

MIAX Pearl Equities. See Exchange Rule 1901. 

5The Exchange does not propose to amend the 

NBBO Setter Additive Rebate, which is an additive 

rebate of ($0.0003) per share for executions of 

orders in securities priced at or above $1.00 per 

share that set the NBB or NBO on MIAX Pearl 

Equities with a minimum size of a round lot. See 

Fee Schedule, Section 1(c). 

6With respect to the trading of equity securities, 

the term ‘‘NBB’’ shall mean the national best bid, 

the term ‘‘NBO’’ shall mean the national best offer, 

and the term ‘‘NBBO’’ shall mean the national best 

bid and offer. See Exchange Rule 1901. 

7See Fee Schedule, Section 1(c). 

8See Securities Exchange Act Release No. 98472 

(September 21, 2023), 88 FR 66533 (September 27, 

2023) (SR–PEARL–2023–45) (Notice of Filing and 

Immediate Effectiveness of a Proposed Rule Change 

To Amend the MIAX Pearl Equities Fee Schedule 

To Adopt the NBBO Setter Plus Program and 

Eliminate Certain Other Rebates). 

9 ‘‘ADAV’’ means average daily added volume 

calculated as the number of shares added per day 

and ‘‘ADV’’ means average daily volume calculated 

as the number of shares added or removed, 

combined, per day. ADAV and ADV are calculated 

on a monthly basis. ‘‘NBBO Set Volume’’ means the 

ADAV in all securities of an Equity Member that 

sets the NBB or NBO on MIAX Pearl Equities. The 

Exchange excludes from its calculation of ADAV, 

ADV, and NBBO Set Volume shares added or 

removed on any day that the Exchange’s system 

experiences a disruption that lasts for more than 60 

minutes during regular trading hours, on any day 

with a scheduled early market close, and on the 

‘‘Russell Reconstitution Day’’ (typically the last 

Friday in June). Routed shares are not included in 

the ADAV or ADV calculation. See the Definitions 

section of the Fee Schedule. 

10 ‘‘TCV’’ means total consolidated volume 

calculated as the volume in shares reported by all 

exchanges and reporting facilities to a consolidated 

transaction reporting plan for the month for which 

the fees apply. The Exchange excludes from its 

calculation of TCV volume on any given day that 

the Exchange’s system experiences a disruption that 

lasts for more than 60 minutes during Regular 

Trading Hours, on any day with a scheduled early 

market close, and on the ‘‘Russell Reconstitution 

Day’’ (typically the last Friday in June). See the 

Definitions section of the Fee Schedule. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99318; File No. SR– 

PEARL–2023–73] 

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 Expand the 

NBBO Setter Plus Program and 

Remove the Step-Up Added Liquidity 

Rebate 

January 11, 2024. 

Pursuant to the provisions of 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 December 29, 2023, MIAX PEARL, 

LLC (‘‘MIAX Pearl’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) a 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is filing a proposal to 

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 

Fee Schedule to: (i) adopt two new tiers 

and corresponding rebates for the NBBO 

Setter Plus Program (referred to in this 

filing as the ‘‘NBBO Program’’); (ii) 

remove the Step-Up Added Liquidity 

Rebate table and associated rebate; 3 and 

(iii) make corresponding changes to the 

Definitions section and NBBO Setter 

Plus Table to account for the removal of 

the Step-Up Added Liquidity Rebate. 

Background—NBBO Program and StepUp Added Liquidity Rebate 

In general, the NBBO Program 

provides enhanced rebates for Equity 

Members 4 that add displayed liquidity 

(‘‘Added Displayed Volume’’) in 

securities priced at or above $1.00 per 

share in all Tapes based on increasing 

volume thresholds and increasing 

market quality levels (described below), 

and provides an additive rebate 5

applied to orders that set the NBB or 

NBO 6 upon entry.7 The NBBO Program 

was implemented beginning September 

1, 2023.8

Pursuant to the NBBO Setter Plus 

Table in Section 1(c) of the Fee 

Schedule, the NBBO Program provides 

four volume tiers enhanced by three 

market quality levels to provide 

increasing rebates in this segment. The 

four volume tiers are achievable by 

greater volume from the best of three 

alternative methods. The three market 

quality levels are achievable by greater 

NBBO participation in a minimum 

number of specific securities. 

MIAX Pearl Equities first determines 

the applicable NBBO Program tier based 

on three different volume calculation 

methods. The three volume-based 

methods to determine the Equity 

Member’s tier for purposes of the NBBO 

Program are calculated in parallel in 

each month, and each Equity Member 

receives the highest tier achieved from 

any of the three methods each month. 

All three volume calculation methods 

are based on an Equity Member’s 

respective ADAV 9 or NBBO Set Volume 

or ADV, each as a percent of industry 

TCV 10 as the denominator. 

Under volume calculation Method 1, 

the Exchange provides tiered rebates 

based on an Equity Member’s ADAV as 

a percentage of TCV. An Equity Member 

qualifies for the base rebates in Tier 1 

for executions of orders in securities 

priced at or above $1.00 per share for 

Added Displayed Volume across all 

Tapes by achieving an ADAV of at least 

0.00% and less than 0.08% of TCV. An 

Equity Member qualifies for the 

enhanced rebates in Tier 2 for 

executions of orders in securities priced 

at or above $1.00 per share for Added 

Displayed Volume across all Tapes by 

achieving an ADAV of at least 0.08% 

and less than 0.25% of TCV. An Equity 

Member qualifies for the enhanced 

rebates in Tier 3 for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an ADAV 

of at least 0.25% and less than 0.40% of 

TCV. Finally, an Equity Member 

qualifies for the enhanced rebates in 

Tier 4 for executions of orders in 

securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an ADAV 

of at least 0.40% of TCV. 

Under volume calculation Method 2, 

the Exchange provides tiered rebates 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 3489 

11For the purpose of determining qualification for 

the rebates described in Level B and Level C of the 

Market Quality Tier columns in the NBBO Setter 

Plus Program, the Exchange will exclude from its 

calculation: (1) any trading day that the Exchange’s 

system experiences a disruption that lasts for more 

than 60 minutes during regular trading hours; (2) 

any day with a scheduled early market close; and 

(3) the ‘‘Russell Reconstitution Day’’ (typically the 

last Friday in June). See the Definitions section of 

the Fee Schedule. 

12 ‘‘Percent Time at NBBO’’ means the aggregate 

of the percentage of time during regular trading 

hours where a Member has a displayed order of at 

least one round lot at the national best bid (‘‘NBB’’) 

or national best offer (‘‘NBO’’). See the Definitions 

section of the Fee Schedule. 

13 ‘‘Market Quality Securities’’ or ‘‘MQ 

Securities’’ shall mean a list of securities designated 

as such, that are used for the purposes of qualifying 

for the rebates described in Level B and Level C of 

the Market Quality Tier columns in the NBBO 

Setter Plus Program. The universe of these 

securities will be determined by the Exchange and 

published on the Exchange’s website. See the 

Definitions section of the Fee Schedule. 

14See MIAX Pearl Equities Exchange—Market 

Quality Securities (MQ Securities) List, effective 

December 1 through December 29, 2023, available 

at https://www.miaxglobal.com/markets/usequities/pearl-equities/fees (last visited December 

21, 2023). 

15See Securities Exchange Act Release No. 95614 

(August 26, 2022), 87 FR 53813 (September 1, 2022) 

(SR–PEARL–2022–33). The enhanced rebate 

provided by the Step-Up Added Liquidity Rebate 

applies to Liquidity Indicator Codes AA (adds 

liquidity, displayed order, Tape A), AB (adds 

liquidity, displayed order, Tape B) and AC (adds 

liquidity, displayed order, Tape C). See Fee 

Schedule, Section 1(f), Step-Up Added Liquidity 

Rebate, and Section 1(b), Liquidity Indicator Codes 

and Associated Fees. 

16The term ‘‘Step-Up ADAV as a % of TCV’’ 

means ADAV as a percent of TCV in the relevant 

baseline month subtracted from the current month’s 

ADAV as a percent of TCV. See the Definitions 

Section of the Fee Schedule. 

17See Fee Schedule, Section 1(f). 

based on an Equity Member’s NBBO Set 

Volume as a percentage of TCV. Under 

volume calculation Method 2, an Equity 

Member qualifies for the base rebates in 

Tier 1 for executions of orders in 

securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an NBBO 

Set Volume of at least 0.00% and less 

than 0.02% of TCV. An Equity Member 

qualifies for the enhanced rebates in 

Tier 2 for executions of orders in 

securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an NBBO 

Set Volume of at least 0.02% and less 

than 0.03% of TCV. An Equity Member 

qualifies for the enhanced rebates in 

Tier 3 for executions of orders in 

securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an NBBO 

Set Volume of at least 0.03% and less 

than 0.08% of TCV. An Equity Member 

qualifies for the enhanced rebates in 

Tier 4 for executions of orders in 

securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an NBBO 

Set Volume of at least 0.08% of TCV. 

Under volume calculation Method 3, 

the Exchange provides tiered rebates 

based on an Equity Member’s ADV as a 

percentage of TCV. An Equity Member 

qualifies for the base rebates in Tier 1 

for executions of orders in securities 

priced at or above $1.00 per share for 

Added Displayed Volume across all 

Tapes by achieving an ADV of at least 

0.00% and less than 0.20% of TCV. An 

Equity Member qualifies for the 

enhanced rebates in Tier 2 for 

executions of orders in securities priced 

at or above $1.00 per share for Added 

Displayed Volume across all Tapes by 

achieving an ADV of at least 0.20% and 

less than 0.60% of TCV. An Equity 

Member qualifies for the enhanced 

rebates in Tier 3 for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an ADV of 

at least 0.60% and less than 1.00% of 

TCV. An Equity Member qualifies for 

the enhanced rebates in Tier 4 for 

executions of orders in securities priced 

at or above $1.00 per share for Added 

Displayed Volume across all Tapes by 

achieving an ADV of at least 1.00% of 

TCV. 

After the volume calculation is 

performed to determine highest tier 

achieved by the Equity Member, the 

applicable rebate is calculated based on 

two different measurements based on 

the Equity Member’s participation at the 

NBBO on the Exchange in certain 

securities (referenced below). 

The Exchange provides one column of 

base rebates (referred to in the NBBO 

Program table as ‘‘Level A’’) and two 

columns of enhanced rebates (referred 

to in the NBBO Program table as ‘‘Level 

B’’ and ‘‘Level C’’),11 depending on the 

Equity Member’s Percent Time at 

NBBO 12 on MIAX Pearl Equities in a 

certain amount of specified securities 

(‘‘Market Quality Securities’’ or ‘‘MQ 

Securities’’).13 The NBBO Setter Plus 

Table specifies the percentage of time 

that the Equity Member must be at the 

NBBO on MIAX Pearl Equities in at 

least 200 symbols out of the full list of 

1,000 MQ Securities (which symbols 

may vary from time to time based on 

market conditions). The list of MQ 

Securities is generally based on the top 

multi-listed 1,000 symbols by ADV 

across all U.S. securities exchanges. The 

list of MQ Securities is updated 

monthly by the Exchange and published 

on the Exchange’s website.14

The base rebates (‘‘Level A’’) are as 

follows: ($0.00240) per share in Tier 1; 

($0.00310) per share in Tier 2; 

($0.00345) per share in Tier 3; and 

($0.00350) per share in Tier 4. Under 

Level B, the Exchange provides 

enhanced rebates for executions of 

orders in securities priced at or above 

$1.00 per share for Added Displayed 

Volume across all Tapes if the Equity 

Member’s Percent Time at NBBO is at 

least 25% and less than 50% in at least 

200 MQ Securities per trading day 

during the month. The Level B rebates 

are as follows: ($0.00250) per share in 

Tier 1; ($0.00315) per share in Tier 2; 

($0.00350) per share in Tier 3; and 

($0.00355) per share in Tier 4. Under 

Level C, the Exchange provides 

enhanced rebates for executions of 

orders in securities priced at or above 

$1.00 per share for Added Displayed 

Volume across all Tapes if the Equity 

Member’s Percent Time at NBBO is at 

least 50% in at least 200 MQ Securities 

per trading day during the month. The 

Level C rebates are as follows: 

($0.00260) per share in Tier 1; 

($0.00320) per share in Tier 2; 

($0.00355) per share in Tier 3; and 

($0.00360) per share in Tier 4. 

The Exchange also provides a volumebased pricing incentive, referred to as 

the ‘‘Step-Up Added Liquidity Rebate’’ 

that is separate from the NBBO Program, 

in which qualifying Equity Members 

receive an enhanced rebate of ($0.0031) 

per share for executions of orders in 

securities priced at or above $1.00 per 

share that add displayed liquidity to the 

Exchange.15 Equity Members qualify for 

the Step-Up Added Liquidity Rebate by 

achieving a ‘‘Step-Up ADAV as a % of 

TCV’’ 16 of at least 0.03% over the 

baseline month of May 2023. The StepUp Added Liquidity Rebate is currently 

set to expire on December 31, 2023.17

Proposal To Adopt Two New Tiers and 

Corresponding Rebates for the NBBO 

Program 

The Exchange proposes to amend the 

NBBO Setter Plus Table in Section 1(c) 

of the Fee Schedule to adopt two new 

tiers and corresponding rebates for the 

NBBO Program. The two new tiers will 

result in the NBBO Program now 

offering six different tiers pursuant to 

which Equity Members are able to 

achieve higher rebates based on the 

three different volume calculation 

methods. 

The Exchange proposes that under 

volume calculation Method 1, an Equity 

Member will now qualify for the base 

rebates in Tier 1 for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an ADAV 

of at least 0.00% and less than 0.035% 

of TCV. An Equity Member will qualify 

for the enhanced rebates in Tier 2 for 


khammond on DSKJM1Z7X2PROD with NOTICES
3490 Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 

18See Cboe BZX Equities Fee Schedule, NBBO 

Setter section and Add/Remove Volume Tiers 

section, available at https://www.cboe.com/us/ 

equities/membership/fee_schedule/bzx/ (providing 

a base rebate of ($0.0016) per share and a top 

displayed liquidity tier rebate of ($0.0031) per share 

for executions of added displayed volume in 

securities priced at or above $1.00 per share, so long 

as the member meets all three volume requirements 

for the enhanced rebate); see also NYSE Arca 

Equities Fee Schedule, available at https://

www.nyse.com/publicdocs/nyse/markets/nyse-arca/ 

NYSE_Arca_Marketplace_Fees.pdf (providing 

standard rebates of $0.0020 per share (Tapes A and 

C) and $0.0016 per share (Tape B) for adding 

displayed liquidity in securities priced at or above 

$1.00 per share). 

executions of orders in securities priced 

at or above $1.00 per share for Added 

Displayed Volume across all Tapes by 

achieving an ADAV of at least 0.035% 

and less than 0.05% of TCV. An Equity 

Member will qualify for the enhanced 

rebates in Tier 3 for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an ADAV 

of at least 0.05% and less than 0.08% of 

TCV. An Equity Member will qualify for 

the enhanced rebates in Tier 4 for 

executions of orders in securities priced 

at or above $1.00 per share for Added 

Displayed Volume across all Tapes by 

achieving an ADAV of at least 0.08% 

and less than 0.25% of TCV. An Equity 

Member will qualify for the enhanced 

rebates in Tier 5 for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an ADAV 

of at least 0.25% and less than 0.40% of 

TCV. Finally, an Equity Member will 

qualify for the enhanced rebates in Tier 

6 for executions of orders in securities 

priced at or above $1.00 per share for 

Added Displayed Volume across all 

Tapes by achieving an ADAV of at least 

0.40% of TCV. 

The Exchange proposes that under 

volume calculation Method 2, an Equity 

Member will now qualify for the base 

rebates in Tier 1 for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an NBBO 

Set Volume of at least 0.00% and less 

than 0.01% of TCV. An Equity Member 

will qualify for the enhanced rebates in 

Tier 2 for executions of orders in 

securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an NBBO 

Set Volume of at least 0.01% and less 

than 0.015% of TCV. An Equity Member 

will qualify for the enhanced rebates in 

Tier 3 for executions of orders in 

securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an NBBO 

Set Volume of at least 0.015% and less 

than 0.02% of TCV. An Equity Member 

will qualify for the enhanced rebates in 

Tier 4 for executions of orders in 

securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an NBBO 

Set Volume of at least 0.02% and less 

than 0.03% of TCV. An Equity Member 

will qualify for the enhanced rebates in 

Tier 5 for executions of orders in 

securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an NBBO 

Set Volume of at least 0.03% and less 

than 0.08% of TCV. Finally, an Equity 

Member will qualify for the enhanced 

rebates in Tier 6 for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an NBBO 

Set Volume of at least 0.08% of TCV. 

The Exchange proposes that under 

volume calculation Method 3, an Equity 

Member will now qualify for the base 

rebates in Tier 1 for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an ADV of 

at least 0.00% and less than 0.15% of 

TCV. An Equity Member will qualify for 

the enhanced rebates in Tier 2 for 

executions of orders in securities priced 

at or above $1.00 per share for Added 

Displayed Volume across all Tapes by 

achieving an ADV of at least 0.15% and 

less than 0.18% of TCV. An Equity 

Member will qualify for the enhanced 

rebates in Tier 3 for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an ADV of 

at least 0.18% and less than 0.20% of 

TCV. An Equity Member will qualify for 

the enhanced rebates in Tier 4 for 

executions of orders in securities priced 

at or above $1.00 per share for Added 

Displayed Volume across all Tapes by 

achieving an ADV of at least 0.20% and 

less than 0.60% of TCV. An Equity 

Member will qualify for the enhanced 

rebates in Tier 5 for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes by achieving an ADV of 

at least 0.60% and less than 1.00% of 

TCV. Finally, an Equity Member will 

qualify for the enhanced rebates in Tier 

6 for executions of orders in securities 

priced at or above $1.00 per share for 

Added Displayed Volume across all 

Tapes by achieving an ADV of at least 

1.00% of TCV. 

With the addition of two tiers to the 

NBBO Program, the Exchange proposes 

to amend the corresponding rebates for 

each tier, described below. The 

Exchange proposes that the base rebates 

(‘‘Level A’’) will now be as follows: 

($0.00240) per share in Tier 1; 

($0.00290) per share in Tier 2; 

($0.00300) per share in Tier 3; 

($0.00310) per share in Tier 4; 

($0.00345) per share in Tier 5; and 

($0.00350) per share in Tier 6. 

Under Level B, the Exchange will 

continue to provide enhanced rebates 

for executions of orders in securities 

priced at or above $1.00 per share for 

Added Displayed Volume across all 

Tapes if the Equity Member’s Percent 

Time at NBBO is at least 25% and less 

than 50% in at least 200 MQ Securities 

per trading day during the month. The 

Exchange proposes that the Level B 

rebates will be as follows: ($0.00250) 

per share in Tier 1; ($0.00295) per share 

in Tier 2; ($0.00305) per share in Tier 

3; ($0.00315) per share in Tier 4; 

($0.00350) per share in Tier 5; and 

($0.00355) per share in Tier 6. 

Under Level C, the Exchange will 

continue to provide enhanced rebates 

for executions of orders in securities 

priced at or above $1.00 per share for 

Added Displayed Volume across all 

Tapes if the Equity Member’s Percent 

Time at NBBO is at least 50% in at least 

200 MQ Securities per trading day 

during the month. The Exchange 

proposes that the Level C rebates will be 

as follows: ($0.00260) per share in Tier 

1; ($0.00300) per share in Tier 2; 

($0.00310) per share in Tier 3; 

($0.00320) per share in Tier 4; 

($0.00355) per share in Tier 5; and 

($0.00360) per share in Tier 6. 

The purpose of adding two new tiers 

and corresponding rebates to the NBBO 

Program is for business and competitive 

reasons in light of recent volume growth 

on the Exchange. The Exchange notes 

that with the addition of two interim 

tiers to the NBBO Program, the base 

rebates, enhanced rebates and volume 

requirements of the NBBO Program 

remain competitive with, or better than, 

the rebates and volume requirements 

provided by other exchanges for 

executions of orders in securities priced 

at or above $1.00 per share that add 

displayed liquidity to those 

exchanges.18

Proposal To Remove the Step-Up Added 

Liquidity Rebate 

The Exchange proposes to remove the 

Step-Up Added Liquidity Rebate table 

and associated rebate in Section 1(f) of 

the Fee Schedule. The Step-Up Added 

Liquidity Rebate is currently set to 

expire on December 31, 2023, as set 

forth in the Fee Schedule. The Exchange 

has determined to not extend or modify 

the Step-Up Added Liquidity Rebate. 

Accordingly, the Exchange proposes to 

remove the Step-Up Added Liquidity 

Rebate table and associated rebate from 

the Fee Schedule. The purpose of this 


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Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 3491 

19 15 U.S.C. 78f(b). 

20 15 U.S.C. 78f(b)(4). 

21 15 U.S.C. 78f(b)(5). 

22See the ‘‘Market Share’’ section of the 

Exchange’s website, available at https://

www.miaxglobal.com/ (last visited December 21, 

2023). 

23See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37499 (June 29, 2005). 24See supra note 18. 

change is to provide clarity within the 

Fee Schedule that the expiring Step-Up 

Added Liquidity Rebate will no longer 

be available after December 31, 2023. 

The Exchange believes that the benefits 

of the NBBO Program—three volume 

calculation methods, higher base (Level 

A) rebates, and two market quality 

levels based on participation at the 

NBBO in order to obtain enhanced 

rebates—provide more opportunities for 

Equity Members to achieve higher 

rebates and will encourage the 

submission of increased order flow. The 

Exchange believes this will, in turn, 

benefit all Equity Members by providing 

greater execution opportunities on the 

Exchange and contribute to a deeper, 

more liquid market, to the benefit of all 

investors and market participants. 

Corresponding Changes to the Fee 

Schedule 

As mentioned above, with the 

removal of Step-Up Added Liquidity 

Rebate table and associated rebate, the 

Exchange proposes to amend the 

Definitions section of the Fee Schedule 

to delete the defined term ‘‘Step-Up 

ADAV as a % of TCV.’’ The Exchange 

also proposes to amend the NBBO Setter 

Plus Table in Section 1(c) of the Fee 

Schedule to delete footnote #4, which 

refers to the Step-Up Added Liquidity 

Rebate. The purpose of these changes is 

to provide consistency and clarity in the 

Fee Schedule in light of the proposed 

removal of the Step-Up Added Liquidity 

Rebate table and associated rebate. 

Implementation 

The proposed changes are effective 

beginning January 1, 2024. 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its Fee Schedule is 

consistent with Section 6(b) of the Act 19

in general, and furthers the objectives of 

Section 6(b)(4) of the Act 20 in 

particular, in that it provides for the 

equitable allocation of reasonable dues, 

fees and other charges among its Equity 

Members and issuers and other persons 

using its facilities. Additionally, the 

Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 21 requirement that the rules of 

an exchange not be designed to permit 

unfair discrimination between 

customers, issuers, brokers or dealers. 

The Exchange operates in a highly 

fragmented and competitive market in 

which market participants can readily 

direct their order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive or 

incentives to be insufficient. More 

specifically, the Exchange is only one of 

sixteen registered equities exchanges, 

and there are a number of alternative 

trading systems and other off-exchange 

venues, to which market participants 

may direct their order flow. Based on 

publicly available information, no single 

registered equities exchange had more 

than approximately 15–16% of the total 

market share of executed volume of 

equities trading for the month of 

November 2023.22 Thus, in such a lowconcentrated and highly competitive 

market, no single equities exchange 

possesses significant pricing power in 

the execution of order flow, and the 

Exchange represented approximately 

2.08% of the overall market share for 

the month of November 2023. The 

Commission and the courts have 

repeatedly expressed their preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. In Regulation NMS, the 

Commission highlighted the importance 

of market forces in determining prices 

and SRO revenues and also recognized 

that current regulation of the market 

system ‘‘has been remarkably successful 

in promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 23

The Exchange believes that the evershifting market share among the 

exchanges from month to month 

demonstrates that market participants 

can shift order flow or discontinue or 

reduce use of certain categories of 

products, in response to new or 

different pricing structures being 

introduced into the market. 

Accordingly, competitive forces 

constrain the Exchange’s transaction 

fees and rebates, and market 

participants can readily trade on 

competing venues if they deem pricing 

levels at those other venues to be more 

favorable. The Exchange believes the 

proposal reflects a reasonable and 

competitive pricing structure designed 

to incentivize market participants to 

direct their order flow to the Exchange, 

which the Exchange believes would 

enhance liquidity and market quality in 

both a broad manner and in a targeted 

manner with respect to the MQ 

Securities and the modified NBBO 

Program. 

Proposal To Adopt Two New Tiers and 

Corresponding Rebates for the NBBO 

Program 

The Exchange believes that the 

proposal to add two new tiers to the 

NBBO Program, in general, provides a 

reasonable means to continue to 

encourage Equity Members to not only 

increase their order flow to the 

Exchange but also to contribute to price 

discovery and market quality on the 

Exchange by submitting aggressively 

priced displayed liquidity in securities 

priced at or above $1.00 per share. The 

Exchange believes that the NBBO 

Program, as modified with this 

proposal, continues to be equitable and 

not unfairly discriminatory because it is 

open to all Equity Members on an equal 

basis and provides enhanced rebates 

that are reasonably related to the value 

of the Exchange’s market quality 

associated with greater order flow by 

Equity Members that set the NBBO, and 

the introduction of higher volumes of 

orders into the price and volume 

discovery process. The Exchange 

believes the proposal to add two new 

tiers to the NBBO Program is equitable 

and not unfairly discriminatory because 

it is designed to incentivize the entry of 

aggressively priced displayed liquidity 

that will create tighter spreads, thereby 

promoting price discovery and market 

quality on the Exchange to the benefit 

of all Equity Members and public 

investors. 

The Exchange believes that its 

proposal to add two new tiers and 

corresponding rebates to the NBBO 

Program is reasonable and not unfairly 

discriminatory in light of recent volume 

growth on the Exchange. The Exchange 

notes that with the addition of two 

interim tiers to the NBBO Program, the 

base rebates, enhanced rebates and 

volume requirements of the NBBO 

Program remain competitive with, or 

better than, the rebates and volume 

requirements provided by other 

exchanges for executions of orders in 

securities priced at or above $1.00 per 

share that add displayed liquidity to 

those exchanges.24

Proposal To Remove the Step-Up Added 

Liquidity Rebate Table and Associated 

Rebate 

The Exchange believes its proposal to 

remove the Step-Up Added Liquidity 

Rebate table and associated rebate in 

Section 1(f) of the Fee Schedule is 

reasonable, equitably allocated and not 

unfairly discriminatory. The Exchange 

adopted the Step-Up Added Liquidity 

Rebate for the purpose of encouraging 


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25See supra note 22. 

26See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 

27NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. 

Cir. 2010) (quoting Securities Exchange Act Release 

No. 59039 (December 2, 2008), 73 FR 74770, 74782– 

83 (December 9, 2008) (SR–NYSE–2006–21)). 

28 15 U.S.C. 78s(b)(3)(A)(ii). 

29 17 CFR 240.19b–4(f)(2). 

Equity Members to increase their orders 

that add liquidity on the Exchange, 

thereby improving its market quality 

with respect to such securities and 

contributing to a more robust and wellbalanced market ecosystem on the 

Exchange to the benefit of all Equity 

Members. 

Further, the Step-Up Added Liquidity 

Rebate is currently set to expire on 

December 31, 2023, as set forth in the 

Fee Schedule. The Exchange has 

determined to not extend or modify the 

Step-Up Added Liquidity Rebate. 

Accordingly, the Exchange believes it is 

reasonable and not unfairly 

discriminatory to remove the expiring 

rebate from the Fee Schedule in order to 

provide clarity to Equity Members that 

this rebate is no longer available. 

Proposal To Make Corresponding 

Changes to the Fee Schedule 

The Exchange believes its proposal to 

amend the Definitions section of the Fee 

Schedule to delete the defined term 

‘‘Step-Up ADAV as a % of TCV’’ and 

footnote #4 from the NBBO Setter Plus 

Table is reasonable because the 

Exchange will no longer offer the StepUp Added Liquidity Rebate after 

December 31, 2023. The Exchange 

believes it is reasonable to provide 

clarity and consistency within the Fee 

Schedule by removing references to the 

Step-Up Added Liquidity Rebate, which 

will no longer be available. 

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 that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Intra-Market Competition 

The Exchange believes the proposed 

rule change does not impose any burden 

on intra-market competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Particularly, 

the proposed new tiers to the NBBO 

Program will be eligible to all Equity 

Members equally in that all Equity 

Members have the opportunity to 

participate and therefore qualify for the 

proposed enhanced rebates. 

Furthermore, the Exchange believes that 

the NBBO Program, as modified by this 

proposal, will continue to incentivize 

Equity Members to submit additional 

aggressively priced displayed liquidity 

to the Exchange, and to increase their 

order flow on the Exchange generally, 

thereby contributing to a deeper and 

more liquid market and promoting price 

discovery and market quality on the 

Exchange to the benefit of all market 

participants and enhancing the 

attractiveness of the Exchange as a 

trading venue. The Exchange believes 

that this, in turn, would continue to 

encourage market participants to direct 

additional order flow to the Exchange. 

Greater liquidity benefits all Equity 

Members by providing more trading 

opportunities and encourages Equity 

Members to send additional orders to 

the Exchange, thereby contributing to 

robust levels of liquidity, which benefits 

all market participants. 

The proposal to remove the Step-Up 

Added Liquidity Rebate table and 

associated rebate from the Fee Schedule 

does not impose a burden on intramarket competition that is not in 

furtherance of the Act in that the 

proposed change applies to all Equity 

Members equally and Equity Members 

may still compete for the enhanced 

rebates provided in the NBBO Program 

under volume calculation Method 1, 

which is similar to the expiring volume 

calculation provided for in the Step-Up 

Added Liquidity Rebate table. 

The proposed changes to the 

Definitions section and NBBO Setter 

Plus table to remove references to the 

Step-Up Added Liquidity Rebate are 

similarly non-burdensome as they are 

intended to provide consistency and 

clarity within the Fee Schedule. 

Intermarket Competition 

The Exchange believes its proposal 

will benefit competition, and the 

Exchange notes that it operates in a 

highly competitive market. Equity 

Members have numerous alternative 

venues they may participate on and 

direct their order flow to, including 

fifteen other equities exchanges and 

numerous alternative trading systems 

and other off-exchange venues. As noted 

above, no single registered equities 

exchange currently had more than 15– 

16% of the total market share of 

executed volume of equities trading for 

the month of November 2023.25 Thus, in 

such a low-concentrated and highly 

competitive market, no single equities 

exchange possesses significant pricing 

power in the execution of order flow. 

Moreover, the Exchange believes that 

the ever-shifting market share among 

the exchanges from month to month 

demonstrates that market participants 

can shift order flow in response to new 

or different pricing structures being 

introduced to the market. Accordingly, 

competitive forces constrain the 

Exchange’s transaction fees and rebates 

generally, including with respect to 

executions of Added Displayed Volume, 

and market participants can readily 

choose to send their orders to other 

exchanges and off-exchange venues if 

they deem fee levels at those other 

venues to be more favorable. 

Additionally, the Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 26 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the DC circuit 

stated: ‘‘[n]o one disputes that 

competition for order flow is ‘fierce.’ 

. . . As the SEC explained, ‘[i]n the U.S. 

national market system, buyers and 

sellers of securities, and the brokerdealers that act as their routing agents, 

have a wide range of choices of where 

to route orders for execution’; [and] ‘no 

exchange can afford to take its market 

share percentages for granted’ because 

‘no exchange possess a monopoly, 

regulatory or otherwise, in the execution 

of order flow from broker dealers’ 

. . .’’.27 Accordingly, the Exchange does 

not believe its proposed pricing changes 

impose 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 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act,28 and Rule 

19b–4(f)(2) 29 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 


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Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 3493 

30 17 CFR 200.30–3(a)(12). 

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–2023–73 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–2023–73. 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–2023–73 and should be 

submitted on or before February 8, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–00843 Filed 1–17–24; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

National Small Business Development 

Center Advisory Board 

AGENCY: Small Business Administration. 

ACTION: Notice of open Federal advisory 

committee meeting. 

SUMMARY: The SBA is issuing this notice 

to announce the date, time and agenda 

for a meeting of the National Small 

Business Development Center Advisory 

Board. The meeting will be open to the 

public; however, advance notice of 

attendance is required. 

DATES: Wednesday, February 14, 2024, 

at 1:00 PM EST. 

ADDRESSES: Meeting will be held inperson and via Microsoft Teams. 

FOR FURTHER INFORMATION CONTACT: 

Rachel Karton, Office of Small Business 

Development Centers, U.S. Small 

Business Administration, 409 Third 

Street SW, Washington, DC 20416; 

Rachel.newman-karton@sba.gov; 202– 

619–1816. 

If anyone wishes to be a listening 

participant or would like to request 

accommodations, please contact Rachel 

Karton at the information above. 

SUPPLEMENTARY INFORMATION: Pursuant 

to section l0(a) of the Federal Advisory 

Committee Act (5 U.S.C. appendix 2), 

the SBA announces the meetings of the 

National SBDC Advisory Board. This 

Board provides advice and counsel to 

the SBA Administrator and Associate 

Administrator for Small Business 

Development Centers. 

Purpose 

The purpose of the meeting is to 

discuss the following pertaining to the 

SBDC Program: 

• Annual Plan/White Paper 

• Outreach and Engagement with the 

SBDC State Directors 

Andrienne Johnson, 

Committee Management Officer. 

[FR Doc. 2024–00914 Filed 1–17–24; 8:45 am] 

BILLING CODE 8026–09–P 

DEPARTMENT OF STATE 

[Delegation of Authority No. 550] 

Classification Authority Acting Under 

the Direction of the Senior Agency 

Official 

By virtue of the authority vested in 

me as the Senior Agency Official 

designated under section 5.4 of the 

Executive Order on Classified National 

Security Information (E.O. 13526), and 

by authority delegated to me by the 

Secretary of State pursuant to 

Delegation of Authority 514, dated April 

20, 2021, I hereby authorize and direct 

the following individuals to classify or 

reclassify information consistent with 

the circumstances and procedures 

described in section 1.7(d) of E.O. 

13526: the Assistant Secretary for 

Administration (A), the Deputy 

Assistant Secretary for Global 

Information Services (DAS for A/GIS) 

and the Director of the Office of 

Information Programs and Services (A/ 

GIS/IPS). This authority delegated 

herein may be re-delegated, to the extent 

consistent with law. The Under 

Secretary for Management will approve 

(by Action Memo) any such redelegation of authority. 

As prescribed in section 1.7(d) of E.O. 

13526, this authority shall be exercised 

on a document-by-document basis only 

as to information that has not been 

previously released to the public under 

proper authority, and only if such 

classification meets the requirements of 

E.O. 13526. The official exercising this 

authority shall do so under the policy 

direction of the Under Secretary for 

Management. 

Any actions related to the functions 

described herein that may have been 

taken by the officials designated herein 

prior to the date of this delegation are 

hereby confirmed and ratified. Such 

actions shall remain in force as if taken 

under this delegation of authority, 

unless or until such actions are 

rescinded, amended, or superseded. 

This delegation of authority 

supersedes Delegation of Authority 393, 

dated March 10, 2016. This document 

shall be published in the Federal 

Register. 

Dated: July 12, 2023. 

John R. Bass, 

Under Secretary for Management, 

Department of State. 

Editorial Note: This document was 

received for publication by the Office of the 

Federal Register on January 11, 2024. 

[FR Doc. 2024–00825 Filed 1–17–24; 8:45 am] 

BILLING CODE 4710–24–P 


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