Federal Register / Vol. 89, No. 186 / Wednesday, September 25, 2024 / Notices 78359 

10See note 5, supra. 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

test a new market data product. The 

Exchange further believes that providing 

a free trial for one calendar month 

would ease administrative burdens for 

data recipients to subscribe to a new 

data product and eliminate fees for a 

period before such users are able to 

derive any benefit from the data. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change would result 

in any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange operates in a highly 

competitive environment, and its ability 

to price these data products is 

constrained by competition among 

exchanges that offer similar data 

products to their customers. The 

Exchange believes that the proposed 

free trial program does not put any 

market participants at a relative 

disadvantage compared to other market 

participants. As discussed, the proposed 

trial would apply to first time 

subscribers on an equal and nondiscriminatory basis. Further, the 

Exchange believes that the proposed 

program does not impose a burden on 

competition on other SROs that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange does not believe that the 

proposal would cause any unnecessary 

or inappropriate burden on intermarket 

competition as other exchanges are free 

to lower their prices or provide a free 

trial to better compete with the 

Exchange’s offering. Indeed, other 

national securities exchanges already 

offer similar free trial programs today.10

The proposed rule change is also 

designed to enhance competition by 

providing an incentive to Redistributors 

to enlist new subscribers to subscribe to 

Exchange’s real-time market data 

products. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective upon filing pursuant to Section 

19(b)(3)(A) 11 of the Act and paragraph 

(f) 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. 

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– 

NYSEAMER–2024–58 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–NYSEAMER–2024–58. 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–NYSEAMER–2024–58 and should 

be submitted on or before October 16, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–21877 Filed 9–24–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101100; File No. SR– 

PEARL–2024–41] 

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 

September 19, 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 September 9, 2024, 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 


ddrumheller on DSK120RN23PROD with NOTICES1
78360 Federal Register / Vol. 89, No. 186 / Wednesday, September 25, 2024 / Notices 

3The term ‘‘Equity Member’’ is a Member 

authorized by the Exchange to transact business on 

MIAX Pearl Equities. See Exchange Rule 1901. 

4See Fee Schedule, Section 1)a). 

5See Fee Schedule, Sections 1)a)–b). 

6The term ‘‘MIAX Pearl Equities Book’’ shall 

mean the electronic book of orders in equity 

securities maintained by the System. See Exchange 

Rule 1901. 

7See e.g., MEMX LLC (‘‘MEMX’’) Equities Fee 

Schedule, Transaction Fees, Fee Code ‘‘R’’ 

(providing standard remove volume fee of $0.0030 

per share for executions of orders in securities 

priced at or above $1.00 per share); and Cboe EDGX 

Exchange, Inc. (‘‘EDGX’’), Equities Fee Schedule, 

Standard Rates (providing standard remove volume 

fee of $0.0030 per share for executions of orders in 

securities priced at or above $1.00 per share). 

8See Fee Schedule, Section 1)c), note #4. 

9See, e.g., Securities Exchange Act Release Nos. 

98472 (September 21, 2023), 88 FR 66533 

(September 27, 2023) (SR–PEARL–2023–45); 99318 

(January 11, 2024), 89 FR 3488 (January 18, 2024) 

(SR–PEARL–2023–73); and 99695 (March 8, 2024), 

89 FR 18694 (March 14, 2024) (SR–PEARL–2024– 

11). 

10The Exchange does not propose to amend the 

NBBO Setter Additive Rebate, which is an additive 

rebate of ($0.0004) 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). The Exchange notes that 

rebates are indicated by parentheses in the Fee 

Schedule. See the General Notes section of the Fee 

Schedule. 

11The Exchange does not propose to amend the 

NBBO First Joiner Additive Rebate, which is an 

additive rebate of ($0.0002) per share for executions 

of orders in securities priced at or above $1.00 per 

share that bring MIAX Pearl Equities to the 

established NBB or NBO with a minimum size of 

a round lot. See Fee Schedule, Section 1)c). 

12 ‘‘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. See 

the Definitions section of the Fee Schedule. 

13 ‘‘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. See id. 

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: (1) amend 

Sections 1)a)–b) of the Fee Schedule to 

decrease the fee for executions of orders 

that remove liquidity from the Exchange 

in securities priced at or above $1.00 per 

share from $0.00295 to $0.00285 per 

share for all Tapes; and (2) amend 

Section 1)c) of the Fee Schedule to 

modify one aspect of the criteria that is 

required for Equity Members 3 to receive 

the Step-Up Rebate (described below) 

and extend the sunset period (described 

below). The Exchange initially filed this 

proposal on August 30, 2024 (SR– 

PEARL–2024–40). On September 9, 

2024, the Exchange withdrew SR– 

PEARL–2024–40 and refiled this 

proposal. 

Proposal To Decrease the Fee To 

Remove Liquidity in Securities Priced at 

or Above $1.00 per Share 

The Exchange proposes to amend 

Sections 1)a)–b) of the Fee Schedule to 

decrease the fee for executions of orders 

that remove liquidity from the Exchange 

in securities priced at or above $1.00 per 

share from $0.00295 to $0.00285 per 

share for all Tapes. 

The Exchange currently charges a 

standard fee of $0.00295 per share for 

executions of orders in securities priced 

at or above $1.00 per share that remove 

liquidity from the Exchange for all 

Tapes.4

The Exchange now proposes to amend 

the Standard Rates in Section 1)a) of the 

Fee Schedule to decrease the fee to 

remove liquidity from the Exchange in 

securities priced at or above $1.00 per 

share from $0.00295 to $0.00285 per 

share for all Tapes. 

Further, the Exchange proposes to 

amend the Liquidity Indicator Codes 

and Associated Fees table in Section 

1)b) of the Fee Schedule to reflect the 

aforementioned change. The Exchange 

proposes to amend the fee associated 

with Liquidity Indicator Codes ‘‘RA,’’ 

‘‘Ra,’’ ‘‘RB,’’ ‘‘Rb,’’ ‘‘RC,’’ ‘‘Rc,’’ ‘‘RR,’’ 

‘‘Rr,’’ ‘‘RT,’’ ‘‘Rt,’’ and ‘‘Rp’’, from 

$0.00295 to now be $0.00285 per share, 

to reflect the proposed change to the fee 

for executions of orders in securities 

priced at or above $1.00 per share that 

remove liquidity from the Exchange in 

all Tapes. The Exchange does not 

propose to amend the fees for 

executions of orders in securities priced 

below $1.00 per share that remove 

liquidity from the Exchange in all 

Tapes, which is currently set at 0.25% 

of the total dollar value of the 

transaction.5

The purpose of these proposed 

changes is for business and competitive 

reasons. The Exchange believes it is 

appropriate to decrease the fee to 

remove liquidity from the Exchange in 

securities priced at or above $1.00 per 

share from $0.00295 to $0.00285 per 

share for all Tapes to further encourage 

market participants to enter liquidity 

removing orders on the Exchange, 

thereby increasing the execution 

opportunities for the liquidity adding 

orders resting on the MIAX Pearl 

Equities Book.6 The Exchange notes that 

the Exchange’s proposed standard fee of 

$0.00285 per share for executions of all 

orders in securities priced at or above 

$1.00 per share that remove liquidity 

from the Exchange remains competitive 

with the standard fee to remove 

liquidity in securities priced at or above 

$1.00 per share charged by other equity 

exchanges.7

Proposal To Amend the NBBO Setter 

Plus Table To Modify the Baseline 

Month and Sunset Period for the StepUp Rebate 

The Exchange proposes to amend the 

Step-Up Rebate in footnote #4 of the 

NBBO Setter Plus Table in Section 1)c) 

of the Fee Schedule to amend the 

baseline month and sunset period for 

Step-Up Rebate.8

By way of background, the NBBO 

Setter Plus Program (referred to in this 

filing as the ‘‘NBBO Program’’) was 

implemented beginning September 1, 

2023 and subsequently amended several 

times.9 In general, the NBBO Program 

provides enhanced rebates for Equity 

Members 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. The NBBO 

Program provides the following 

additional incentives: (1) an NBBO 

Setter Additive Rebate 10 applied to 

executions of orders in securities priced 

at or above $1.00 per share that set the 

NBB or NBO upon entry; (2) an NBBO 

First Joiner Additive Rebate 11 applied 

to executions of orders in securities 

priced at or above $1.00 per share that 

bring MIAX Pearl Equities to the 

established NBB or NBO; and (3) a StepUp Rebate for Equity Members that 

satisfy the following requirements: (i) 

minimum displayed ADAV 12 as a 

percentage of TCV 13 of 0.35% and (ii) 

an increase in the percentage of 

displayed ADAV as a percentage of TCV 

of at least 0.05% as compared to the 

Equity Member’s February 2024 

displayed ADAV percentage. 

Alternatively, an Equity Member may 

qualify for the Step-Up Rebate by 

satisfying the following requirements: 

(1) minimum displayed ADAV as a 

percentage of TCV of 0.35% (excluding 

sub-dollar volume); and (2) increase in 

the percentage of displayed ADAV as 

percentage of TCV of at least 0.05% as 

compared to the Equity Member’s 

February 2024 displayed ADAV 

percentage (excluding sub-dollar 

volume). Currently, the Step-Up Rebate 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 186 / Wednesday, September 25, 2024 / Notices 78361 

14The Exchange will use a baseline ADAV of 

0.00% of TCV for firms that become Equity 

Members of the Exchange after July 2024 for the 

purpose of the Step-Up Rebate calculation. 

15The Exchange notes that at the end of the 

sunset period, the Step-Up Rebate will no longer 

apply unless the Exchange files another 19b–4 

Filing with the Commission to amend the criteria 

terms or update the baseline month to a more recent 

month. 

16See Securities Exchange Act Release No. 

100469 (July 9, 2024), 89 FR 57463 (June 15, 2024) 

(SR–MEMX–2024–26); see also MEMX Equities Fee 

Schedule, Liquidity Provision Tiers, Tier 1, 

available at https://info.memxtrading.com/equitiestrading-resources/us-equities-fee-schedule/ (last 

visited August 25, 2024). 

17See Fee Schedule, Section 1)c), note #4. 

18 15 U.S.C. 78f(b). 

19 15 U.S.C. 78f(b)(4). 

20 15 U.S.C 78f(b)(5). 

21See the ‘‘Market Share’’ section of the 

Exchange’s website, available at https://

www.miaxglobal.com/ (last visited August 26, 

2024). 

22 Id. 

23See Securities Exchange Act Release No. 51808 

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

is set to expire no later than August 31, 

2024 (referred to herein as the ‘‘sunset 

period’’). 

The Exchange now proposes to amend 

Section 1)c) of the Fee Schedule to 

modify one aspect of the criteria for 

Equity Members to receive the Step-Up 

Rebate and the sunset period. In 

particular, the Exchange proposes to 

amend the baseline month from 

February 2024 to now be July 2024. 

With the proposed change, Equity 

Members will qualify for the Step-Up 

Rebate by satisfying the following 

requirements: (i) minimum displayed 

ADAV as a percentage of TCV of 0.35% 

and (ii) an increase in the percentage of 

displayed ADAV as a percentage of TCV 

of at least 0.05% over the baseline 

month of July 2024.14 Alternatively, 

Equity Members will qualify for the 

Step-Up Rebate by satisfying the 

following requirements: (1) minimum 

displayed ADAV as a percentage of TCV 

of 0.35% (excluding sub-dollar volume); 

and (2) increase in the percentage of 

displayed ADAV as percentage of TCV 

of at least 0.05% over the baseline 

month of July 2024 (excluding subdollar volume). 

Additionally, the Exchange proposes 

to amend the sunset period by 

extending the Step-Up Rebate until 

January 31, 2025 (the last trading day for 

the month of January 2025).15 The 

Exchange will issue a proposed filing 

and alert to market participants should 

the Exchange determine that the StepUp Rebate will expire earlier than 

January 31, 2025 or if the Exchange 

determines to amend the criteria or rate 

applicable to the Step-Up Rebate prior 

to the end of the sunset period. The 

Exchange notes that at least one other 

competing equities exchange recently 

filed a proposal to use a more recent 

month (June 2024) as the baseline 

month comparison for one of its 

enhanced rebates and included a similar 

‘‘sunset period’’.16 Accordingly, this 

proposal is not new or novel. 

The Exchange does not propose any 

other changes to the qualifying criteria 

for Equity Members to receive the StepUp Rebate. The Exchange also does not 

propose to amend the amount of the 

Step-Up rebate of ($0.001) per share.17

The purpose of this proposed change 

is to update the baseline month for the 

Step-Up Rebate calculation to a more 

recent month as volume on the 

Exchange has changed since the 

Exchange last amended the Step-Up 

Rebate. The Exchange believes that with 

the updated baseline month, the StepUp Rebate will continue to provide an 

incentive for Equity Members to strive 

for higher ADAV on the Exchange to 

receive the enhanced rebate for 

qualifying executions of orders in 

securities priced at or above $1.00 per 

share that add displayed liquidity to the 

Exchange. The Exchange believes that 

this will, in turn, promote price 

discovery and contribute to a deeper 

and more liquid market, which benefits 

all market participants and enhances the 

attractiveness of the Exchange as a 

trading venue. 

The purpose of modifying the sunset 

period in the Fee Schedule is to extend 

the sunset period for the Step-Up Rebate 

until January 31, 2025. This will allow 

Equity Members to take into account 

that the enhanced rebate provided by 

the Step-Up Rebate will be discontinued 

at the end of the new sunset period 

unless the Exchange announces 

otherwise and files a new proposal with 

the Commission. 

Implementation 

The proposed fee changes are 

immediately effective. 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its Fee Schedule is 

consistent with Section 6(b) of the Act 18

in general, and furthers the objectives of 

Section 6(b)(4) of the Act 19 in 

particular, in that it is an equitable 

allocation of reasonable fees and other 

charges among its Equity Members and 

issuers and other persons using its 

facilities. The Exchange also believes 

that the proposal is consistent with the 

objectives of Section 6(b)(5) 20

requirements that the rules of an 

exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, and 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, and, 

particularly, is not 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. For the 

month of July 2024, 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.21 Thus, in such a lowconcentrated and highly competitive 

market, no single equities exchange 

possesses significant pricing power in 

the execution of order flow. For the 

month of July 2024, the Exchange 

represented 1.61% of the total market 

share of executed volume of equities 

trading.22 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 to 

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 


ddrumheller on DSK120RN23PROD with NOTICES1
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24See supra note 7. 

25See supra note 16. 

26See id. 27See supra note 7. 

levels at those other venues to be more 

favorable. The Exchange believes the 

proposal reflects a reasonable and 

competitive pricing structure designed 

to continue to incentivize market 

participants to direct their order flow to 

the Exchange, which the Exchange 

believes would continue to enhance 

liquidity and market quality to the 

benefit of all Equity Members and 

market participants. 

Proposal To Decrease the Fee To 

Remove Liquidity in Securities Priced at 

or Above $1.00 per Share 

The Exchange believes the proposed 

change to decrease the fee to remove 

liquidity in securities priced at or above 

$1.00 per share from $0.00295 to 

$0.00285 per share for all tapes is 

reasonable because the proposed fee 

remains lower than, and competitive 

with, the standard fee charged by 

competing exchanges to remove 

liquidity in securities priced at or above 

$1.00 per share.24 The Exchange further 

believes that the proposed change is 

equitably allocated and not unfairly 

discriminatory because the proposed fee 

of $0.00285 per share for executions of 

all orders in securities priced at or 

above $1.00 per share that remove 

liquidity from the Exchange will apply 

equally to all Equity Members that 

remove liquidity. 

Proposal To Amend the NBBO Setter 

Plus Table To Amend the Baseline 

Month and Sunset Period for the StepUp Rebate 

The Exchange believes its proposal to 

update the baseline month for the StepUp Rebate is reasonable, equitably 

allocated and not unfairly 

discriminatory because volume on the 

Exchange has changed since the 

Exchange last amended the Step-Up 

Rebate and the Exchange now proposes 

to update the baseline month to a more 

recent month. The Exchange believes 

that with the updated baseline month, 

the Step-Up Rebate will continue to 

provide an incentive for Equity 

Members to strive for higher ADAV on 

the Exchange to receive the enhanced 

rebate for qualifying executions of 

orders in securities priced at or above 

$1.00 per share that add displayed 

liquidity to the Exchange. The Exchange 

believes that the proposal is reasonable 

because even with the updated baseline 

month, the Step-Up Rebate will 

continue to encourage the submission of 

added displayed liquidity to the 

Exchange, thereby promoting price 

discovery and contributing to a deeper 

and more liquid market, which benefits 

all market participants and enhances the 

attractiveness of the Exchange as a 

trading venue. 

The Exchange believes that the StepUp Rebate, as modified by the proposed 

change to the baseline month, is 

reasonable, equitable and not unfairly 

discriminatory as the Step-Up Rebate 

will continue to be available to all 

Equity Members on an equal basis, and 

is reasonably designed to encourage 

Equity Members to maintain or increase 

their order flow in liquidity-adding 

volume. The Exchange believes this will 

continue to promote price discovery, 

enhance liquidity and market quality, 

and contribute to a more robust and 

well-balanced market ecosystem on the 

Exchange to the benefit of all Equity 

Members and market participants. The 

Exchange also notes that MEMX 

recently filed a proposal to use a more 

recent month (June 2024) as the baseline 

month for MEMX’s members to receive 

one of its enhanced rebates.25

The Exchange believes it is 

reasonable, equitable and not unfairly 

discriminatory to extend the sunset 

period for the Step-Up Rebate until 

January 31, 2025. Unless the Exchange 

determines to amend or otherwise 

modify the Step-Up Rebate, the Step-Up 

Rebate will expire at the end of the 

sunset period. This will allow Equity 

Members to take into account that the 

enhanced rebate provided for by the 

Step-Up Rebate will be discontinued at 

the end of sunset period unless the 

Exchange announces otherwise and files 

a new proposal with the Commission. 

The Exchange further notes that it will 

issue a proposed filing and alert to 

market participants should the 

Exchange determine that the Step-Up 

Rebate will expire earlier than January 

31, 2025 or if the Exchange determines 

to amend the criteria or rate applicable 

to the Step-Up Rebate prior to the end 

of the sunset period. At least one other 

competing equities exchange provided a 

similar sunset period in its fee schedule 

for one of its enhanced rebates subject 

to a baseline month comparison with a 

more recent month.26

For the reasons discussed above, the 

Exchange submits that the proposal 

satisfies the requirements of Sections 

6(b)(4) and 6(b)(5) of the Act in that it 

provides for the equitable allocation of 

reasonable dues, fees and other charges 

among its Equity Members and other 

persons using its facilities and is not 

designed to unfairly discriminate 

between customers, issuers, brokers, or 

dealers. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed changes will impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

Intramarket Competition 

The Exchange believes that the 

proposed change to decrease the fee 

from $0.00295 to $0.00285 per share for 

executions of orders in securities priced 

at or above $1.00 per share for all Tapes 

will not impose any burden on 

intramarket competition because it 

represents a decrease from the current 

fee for such executions. The Exchange 

believes the proposed reduced fee will 

further encourage market participants to 

enter liquidity removing orders on the 

Exchange, thereby increasing the 

execution opportunities for the liquidity 

adding orders resting on the MIAX Pearl 

Equities Book, thereby promoting 

competition on the Exchange. The 

proposed reduced fee for executions of 

orders in securities priced at or above 

$1.00 per share that remove liquidity 

from the Exchange will apply equally to 

all Equity Members. Further, the 

Exchange notes that the Exchange’s 

proposed reduced fee of $0.00285 per 

share for executions of all orders in 

securities priced at or above $1.00 per 

share that remove liquidity from the 

Exchange remains lower than, and 

competitive with, the standard fee to 

remove liquidity in securities priced at 

or above $1.00 per share charged by 

competing equity exchanges.27

The Exchange does not believe that 

the proposal to update the baseline 

month for Step-Up Rebate will impose 

any burden on intramarket competition 

not necessary or appropriate in 

furtherance of the purposes of the Act. 

The Exchange believes the Step-Up 

Rebate, as modified by this proposal, 

will continue to incentivize Equity 

Members to submit additional orders 

that add liquidity to the Exchange, 

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, which the Exchange 

believes, in turn, would continue to 

encourage market participants to direct 

additional order flow to the Exchange. 

The Exchange believes its proposal to 

modify the sunset period in the Fee 

Schedule for the Step-Up Rebate will 

not impose any burden on intramarket 


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Federal Register / Vol. 89, No. 186 / Wednesday, September 25, 2024 / Notices 78363 

28See supra note 16. 

29See supra note 7. 

30See supra note 16. 

31See Securities Exchange Act Release No. 51808 

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

32See NetCoalition 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)). 33 15 U.S.C. 78s(b)(3)(A)(ii). 34 17 CFR 240.19b–4. 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. With the proposed 

extension of the sunset period, all 

Equity Members may continue to 

qualify for the enhanced rebate 

provided by the Step-Up Rebate until 

January 31, 2025. Unless the Exchange 

determines to amend or otherwise 

modify the Step-Up Rebate, the Step-Up 

Rebate will be discontinued at the end 

of the sunset period. This will allow 

Equity Members to take into account 

that the enhanced rebate provided for by 

the Step-Up Rebate will be discontinued 

at the end of sunset period unless the 

Exchange announces otherwise. The 

Exchange further notes that it will issue 

a proposed filing and alert to market 

participants should the Exchange 

determine that the Step-Up Rebate will 

expire earlier than January 31, 2025 or 

if the Exchange determines to amend 

the criteria or rate applicable to the 

Step-Up Rebate prior to the end of the 

sunset period. At least one other 

competing equities exchange provided a 

similar sunset period in its fee schedule 

for one of its enhanced rebates subject 

to a baseline month comparison with a 

more recent month.28

For the foregoing reasons, the 

Exchange believes the proposed changes 

would not impose any burden on 

intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Intermarket Competition 

The Exchange believes its proposal 

will benefit competition as the 

Exchange 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 has more than approximately 

15–16% of the total market share of 

executed volume of equities trading. 

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 all orders 

in securities priced at or above $1.00 per 

share that remove liquidity from the 

Exchange, 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. As 

described above, the proposed changes 

are competitive proposals and the 

proposed reduce fee of $0.00285 per 

share for removing liquidity in 

securities priced at or above $1.00 per 

share remains lower than, or similar to, 

the standard fee to remove liquidity in 

securities priced at or above $1.00 per 

share charged by competing equities 

exchanges.29 Further, the proposed 

reduce fee to remove liquidity from 

securities priced at or above $1.00 per 

share will apply to all Equity Members 

equally. 

As described above, the proposed 

changes to modify the baseline month 

and extend the sunset period for the 

Step-Up Rebate represent a competitive 

proposal through which the Exchange is 

seeking to continue to encourage 

additional order flow to the Exchange 

through a volume-based incentive that 

is comparable to the criteria for volumebased incentives adopted by at least one 

other competing exchange which also 

updated its baseline month to a more 

recent month for a specific enhanced 

rebate that adds liquidity to that 

market.30 Accordingly, the Exchange 

believes that its proposal would not 

burden, but rather promote, intermarket 

competition by enabling it to better 

compete with other exchanges that offer 

similar pricing incentives to market 

participants that achieve certain volume 

criteria and thresholds. 

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.’’ 31 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the D.C. 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’ 

. . . .’’ 32 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 

Pursuant to Section 19(b)(3)(A)(ii) of 

the Act,33 and Rule 19b–4(f)(2) 

thereunder 34 the Exchange has 

designated this proposal as establishing 

or changing a due, fee, or other charge 

imposed on any person, whether or not 

the person is a member of the selfregulatory organization, which renders 

the proposed rule change effective upon 

filing. 

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–2024–41 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Vanessa Countryman, Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. 


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78364 Federal Register / Vol. 89, No. 186 / Wednesday, September 25, 2024 / Notices 

35 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Exchange originally filed to amend the Fee 

Schedule on May 13, 2024 (SR–NYSE–2024–30). 

On July 11, 2024, the Exchange withdrew SR– 

NYSE–2024 30 and replaced it with SR–NYSE– 

2024–39. On September 6, 2024, the Exchange 

withdrew SR–NYSE–2024–39 and replaced it with 

this filing. 

5See Securities Exchange Act Release No. 100030 

(April 25, 2024), 89 FR 35260 (May 1, 2024) (Notice 

of Filing and Immediate Effectiveness of Proposed 

Rule Change To Establish the NYSE Pillar Depth 

Data Feed) (SR–NYSE–2024–24) (‘‘Pillar Depth 

Product Filing’’). 

6Each of these data feeds are offered pursuant to 

preexisting and effective rules and fees filed with 

the Commission. This filing does not affect those 

rules, or the fees associated with these underlying 

data feeds or the ability for the Exchange, NYSE 

American, NYSE Arca, NYSE Chicago or NYSE 

National to amend the data feeds or fees associated 

with those data feeds pursuant to a separate rule 

filing. 

7See Securities Exchange Act Release No. 99689 

(March 7, 2024) 89 FR 18466 (March 13, 2024) 

(Notice of Filing and Immediate Effectiveness of 

Proposed Rule Change To Establish the NYSE 

Aggregated Lite Market Data Feed) (SR–NYSE– 

2024–12). 

8See Securities Exchange Act Release No. 99690 

(March 7, 2024) 89 FR 18445 (March 13, 2024) 

(Notice of Filing and Immediate Effectiveness of 

Proposed Rule Change To Establish the NYSE 

American Aggregated Lite Market Data Feed) (SR– 

NYSEAMER–2024–14). 

9See Securities Exchange Act Release No. 99713 

(March 12, 2024) 89 FR 19381 (March 18, 2024) 

(Notice of Filing and Immediate Effectiveness of 

Proposed Rule Change To Establish the NYSE Arca 

Aggregated Lite Market Data Feed) (SR– 

NYSEARCA–2024–22). 

10See Securities Exchange Act Release No. 99691 

(March 7, 2024) 89 FR 18468 (March 13, 2024) 

(Notice of Filing and Immediate Effectiveness of 

Proposed Rule Change To Establish the NYSE 

Chicago Aggregated Lite Market Data Feed) (SR– 

NYSECHX–2024–08). 

11See Securities Exchange Act Release No. 99715 

(March 12, 2024) 89 FR 19383 (March 18, 2024) 

All submissions should refer to file 

number SR–PEARL–2024–41. 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–2024–41 and should be 

submitted on or before October 16, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.35

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–21872 Filed 9–24–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101109; File No. SR–NYSE– 

2024–55] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

NYSE Proprietary Market Data Fee 

Schedule To Establish an Access Fee 

for the NYSE Pillar Depth Data Feed 

September 19, 2024. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on 

September 6, 2024, New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) 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 self-regulatory organization. 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 

NYSE Proprietary Market Data Fee 

Schedule to establish an Access Fee for 

the NYSE Pillar Depth data feed. The 

proposed rule change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization 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 those 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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

NYSE Proprietary Market Data Fee 

Schedule (‘‘Fee Schedule’’). 

Specifically, the Exchange proposes to 

establish an Access Fee for the NYSE 

Pillar Depth (‘‘Pillar Depth’’) data feed, 

effective September 6, 2024.4

The proposed fee for Pillar Depth 

would be $250 per month, provided that 

the market data recipient separately 

pays the applicable fees for the five 

existing market data products 

underlying the Pillar Depth data feed, 

consistent with the existing fee 

structures for those market data 

products. 

The Pillar Depth data feed is a 

frequency-based depth of book market 

data feed that provides a consolidated 

view of the ten (10) best price levels on 

both the bid and offer sides across the 

NYSE Group’s combined limit order 

books for securities traded on the NYSE 

Group equities markets, i.e., NYSE, 

NYSE American LLC (‘‘NYSE 

American’’), NYSE Arca, Inc. (‘‘NYSE 

Arca’’), NYSE Chicago, Inc. (‘‘NYSE 

Chicago’’) and NYSE National, Inc. 

(‘‘NYSE National’’), for which the NYSE 

Group equities markets report quotes 

and trades under the Consolidated Tape 

Association (‘‘CTA’’) Plan or the 

Nasdaq/UTP Plan.5 In other words, 

Pillar Depth would be a compilation of 

limit order data that the Exchange 

provides to vendors and subscribers, 

updated no less frequently than once 

per second. Specifically, the Pillar 

Depth data feed consists of certain data 

elements from five market data feeds 6— 

NYSE Aggregated Lite,7 NYSE American 

Aggregated Lite,8 NYSE Arca 

Aggregated Lite,9 NYSE Chicago 

Aggregated Lite 10 and NYSE National 

Aggregated Lite.11


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