Federal Register / Vol. 89, No. 223 / Tuesday, November 19, 2024 / Notices 91455 

48 Id. 

49See Letter from Greg Ferrari, Vice President, 

U.S. Options, Nasdaq, dated Feb. 12, 2024 (‘‘Nasdaq 

Letter’’), at 2. 

50 Id. at 2. 

51 Id. 

52See Securities Exchange Act Release No. 17638 

(Mar. 18, 1981), 22 SEC. Docket 484 (Mar. 31, 1981). 

See also OPRA Plan, Article X, Section 10.3 

(Amendments). 

53See, e.g., Joint Self-Regulatory Organization 

Plan Governing the Collection, Consolidation and 

Dissemination of Quotation and Transaction 

Information for Nasdaq-Listed Securities Traded on 

Exchanges on an Unlisted Trading Privilege Basis, 

Article XVI (Modifications to the Plan), available at 

https://www.utpplan.com/utp_plan. 

54See, e.g., Plan for the Purpose of Developing 

and Implementing Procedures to Facilitate the 

Listing and Trading of Standardized Options, 

available at https://www.theocc.com/getmedia/ 

198bfc93-5d51-443c-9e5b-fd575a0a7d0f/options_

listing_procedures_plan.pdf. 

55Rule 608 would, however, apply where an 

NMS Plan is silent on the topic and does not 

provide a specific voting clause to govern 

amendments. 

56See 17 CFR 242.608(a)(4)(ii)(E). 

57Notice, supra note 3, 89 FR 3967. 

58See 17 CFR 242.608(c) (‘‘Each [SRO] shall 

comply with the terms of any effective national 

market system plan of which it is a sponsor or a 

participant.’’). 

59 15 U.S.C. 78k–1(b)(2). 

60 In light of Cboe’s failure to obtain the required 

affirmative vote for the Proposed Amendment, the 

Commission need not make a determination on the 

merits of the proposal. 

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

2 17 CFR 240.19b–4. 

and the [Plan participants] have agreed 

to the heightened requirements set forth 

in the OPRA Plan (which have been 

approved by the Commission).’’ 48

A group of affiliated OPRA Plan 

participants similarly requested that the 

Commission disapprove the Proposed 

Amendment.49 Stating that ‘‘Rule 608(c) 

under Regulation NMS provides that, 

‘Each self-regulatory organization shall 

comply with the terms of any effective 

national market system plan of which it 

is a sponsor or a participant,’ ’’ and that 

‘‘the [Proposed] Amendment did not 

receive the affirmative vote of all of the 

members of the OPRA Plan pursuant to 

Section 10.3 of the OPRA Plan,’’ the 

commenter states that ‘‘Cboe’s 

submission of the [Proposed] 

Amendment violated Rule 608(c).’’ 50

The commenter further states that 

Cboe’s reading of Rule 608(a)(1)—that it 

alone can move to amend the OPRA Plan 

without regard to the views of other OPRA 

members—is nonsensical, contrary to Rule 

608 as a whole, and, if accepted by the 

Commission, would undermine the ability of 

all national market system plans to govern 

themselves. Cboe is contending, in effect, 

that any two SROs disappointed in the 

outcome in any NMS plan deliberations 

should be able to file their proposal with the 

Commission and rehash the same debate in 

a different forum. This will inject uncertainty 

in all NMS plan operations, and 

unnecessarily complicate the plan 

amendment process.51

Cboe cannot use Rule 608(a)(1) to 

bypass the requirements of the OPRA 

Plan. The Plan participants have 

included a clear and specific 

amendment clause in the OPRA Plan 

(Article X, Section 10.3) to govern the 

process of amending the Plan by the 

Plan participants. This amendment 

clause provides the specific 

requirements for amendments of the 

Plan and is more stringent than the 

requirements of Rule 608(a)(1). That is, 

the Plan requires unanimous participant 

approval for plan amendments, and the 

Commission approved the OPRA Plan 

with that unanimous consent 

amendment requirement.52 Such 

provisions are not uncommon, as other 

NMS Plans contain requirements to 

amend that are more restrictive than 

Rule 608 53 though some contain no 

general amendment provision.54 Rule 

608(a)(1) provides the minimum for 

plan amendments, but the Commission 

has approved many NMS Plans that 

include additional criteria that must be 

met for plan amendments to be filed 

with the Commission.55

Rule 608 permits the inclusion in 

NMS Plans of more stringent 

requirements for plan amendments that 

go beyond the ‘‘any two or more SROs 

acting jointly’’ minimum requirement in 

Rule 608. Specifically, the Rule states 

that any NMS Plan or amendment filed 

with the Commission must be 

accompanied by certain statements and 

representations, including ‘‘[i]n the case 

of a proposed amendment, a statement 

that such amendment has been 

approved by the sponsors in accordance 

with the terms of the plan.’’ 56 In Cboe’s 

Proposed Amendment, it stated ‘‘Not 

Applicable’’ in response to that 

requirement,57 though an applicable 

provision does exist and was not 

satisfied. As stated by OPRA, Cboe has 

not complied with the terms of Section 

10.3 of the OPRA Plan in that it failed 

to obtain the affirmative vote of all Plan 

participants to amend the OPRA Plan as 

required by the OPRA Plan.58

When reviewing amendments to an 

NMS Plan pursuant to Rule 608(b), the 

Commission evaluates whether a 

proposed amendment ‘‘is necessary or 

appropriate in the public interest, for 

the protection of investors and the 

maintenance of fair and orderly markets, 

to remove impediments to, and perfect 

the mechanisms of, a national market 

system, or otherwise in furtherance of 

the purposes of the Act.’’ 59

The terms of the OPRA Plan are 

applicable to Cboe as Plan participants, 

and therefore unanimous agreement was 

needed for the amendment. 

Accordingly, the Commission cannot 

make a finding that the Proposed 

Amendment is necessary or appropriate 

in the public interest, for the protection 

of investors and the maintenance of fair 

and orderly markets, to remove 

impediments to, and perfect the 

mechanisms of, a national market 

system, or otherwise in furtherance of 

the purposes of the Act.60

IV. Conclusion 

For the reasons set forth above, the 

Commission does not find, pursuant to 

Section 11A of the Act, and Rule 608 

thereunder, that the Proposed 

Amendment is necessary or appropriate 

in the public interest, for the protection 

of investors and the maintenance of fair 

and orderly markets, to remove 

impediments to, and perfect the 

mechanisms of, a national market 

system, or otherwise in furtherance of 

the purposes of the Act. 

It is therefore ordered, pursuant to 

Section 11A of the Act, and Rule 

608(b)(2) thereunder, that the Proposed 

Amendment (File No. 8–420) be, and 

hereby is, disapproved. 

By the Commission. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–26959 Filed 11–18–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101611; File No. SR– 

PEARL–2024–50] 

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 

November 13, 2024. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

31, 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. 


ddrumheller on DSK120RN23PROD with NOTICES1
91456 Federal Register / Vol. 89, No. 223 / Tuesday, November 19, 2024 / Notices 

3Rebates are indicated by parentheses. See the 

General Notes section of the Fee Schedule. 

4See Fee Schedule, Section 1)a); see also Fee 

Schedule, Section 1)b), Liquidity Indicator Codes 

‘‘AA’’, ‘‘AB’’, and ‘‘AC’’. 

5See, generally, Fee Schedule, Section 1)c). 

6The term ‘‘Equity Member’’ is a Member 

authorized by the Exchange to transact business on 

MIAX Pearl Equities. See Exchange Rule 1901. 

7See, 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); 99695 (March 8, 2024), 89 

FR 18694 (March, 14, 2024) (SR–PEARL–2024–11). 

8 ‘‘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. The 

Exchange excludes from its calculation of ADAV, 

ADV, and TCV, and for the purpose of determining 

qualification for the rebates described in all Levels 

of the Market Quality Tier columns in the NBBO 

Setter Plus Program: (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; (3) the ‘‘Russell Reconstitution Day’’ 

(typically the last Friday in June); (4) any day that 

the MSCI Equities Indexes are rebalanced (i.e., on 

a quarterly basis); and (5) any day that the S&P 400, 

S&P 500, and S&P 600 Indexes are rebalanced (i.e., 

on a quarterly basis). See the General Notes section 

of the Fee Schedule. 

9 ‘‘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 the Definitions section of the Fee 

Schedule. 

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 decrease the rebates for 

executions of orders in securities priced 

at or above $1.00 per share that add 

displayed liquidity (‘‘Added Displayed 

Volume’’) to the Exchange across all 

Tapes. 

Background 

Currently, the Exchange offers a 

standard rebate of ($0.0022) 3 per share 

for executions of orders in securities 

priced at or above $1.00 per share for 

Added Displayed Volume across all 

Tapes.4 The Exchange also offers 

enhanced rebates pursuant to the NBBO 

Setter Plus Program (referred to in this 

filing as the ‘‘NBBO Program’’) 5 for 

Equity Members 6 that add displayed 

liquidity 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). The NBBO Program 

was implemented beginning September 

1, 2023 and subsequently amended 

several times.7

Pursuant to the NBBO Setter Plus 

Table in Section 1)c) of the Fee 

Schedule, the NBBO Program provides 

six volume tiers enhanced by three 

market quality levels to provide 

increasing rebates in this segment. The 

six volume tiers are achievable by 

greater volume from the best of four 

alternative methods. The three market 

quality levels are achievable by greater 

NBBO participation in a minimum 

number of specific securities (described 

below). 

MIAX Pearl Equities first determines 

the applicable NBBO Program tier based 

on four different volume calculation 

methods. The four 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 four methods each month. All 

four volume calculation methods are 

based on an Equity Member’s respective 

ADAV,8 NBBO Set Volume, or ADV, 

each as a percent of industry TCV 9 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 0.035% 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 0.035% 

and less than 0.05% 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 0.05% 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 ADAV of at least 0.08% 

and less than 0.20% of TCV. An Equity 

Member qualifies 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 0.20% and less than 0.40% of 

TCV. Finally, an Equity Member 

qualifies 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. 

Under volume calculation Method 2, 

the Exchange provides tiered rebates 

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 0.01% 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 0.01% and less 

than 0.015% 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 0.015% and less 

than 0.02% 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 


ddrumheller on DSK120RN23PROD with NOTICES1
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10The Exchange excludes from its calculation of 

ADAV, ADV, and TCV, and for the purpose of 

determining qualification for the rebates described 

in all Levels of the Market Quality Tier columns in 

the NBBO Setter Plus Program: (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; (3) the ‘‘Russell Reconstitution Day’’ 

(typically the last Friday in June); (4) any day that 

the MSCI Equities Indexes are rebalanced (i.e., on 

a quarterly basis); and (5) any day that the S&P 400, 

S&P 500, and S&P 600 Indexes are rebalanced (i.e., 

on a quarterly basis). See the General Notes section 

of the Fee Schedule. 

11 ‘‘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. 

12 ‘‘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 id. 

13See e.g., MIAX Pearl Equities Exchange— 

Market Quality Securities (MQ Securities) List, 

effective October 1 through October 31, 2024, 

available at https://www.miaxglobal.com/markets/ 

us-equities/pearl-equities/fees (last visited October 

30, 2024). 

Set Volume of at least 0.02% and less 

than 0.03% of TCV. An Equity Member 

qualifies 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 qualifies 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. 

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 0.15% 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 0.15% and 

less than 0.18% 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 0.18% and less than 0.20% 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 0.20% and 

less than 0.60% of TCV. An Equity 

Member qualifies 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 

qualifies 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. 

Under volume calculation Method 4, 

the Exchange provides tiered rebates 

based on an Equity Member’s ADAV as 

a percentage of TCV, excluding 

executions of orders in securities priced 

below $1.00 per share across all Tapes 

from the calculation of both the 

numerator (ADAV) and denominator 

(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 

0.035% of TCV, exclusive of executions 

of orders in securities priced below 

$1.00 per share across all Tapes. 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 0.035% 

and less than 0.05% of TCV, exclusive 

of executions of orders in securities 

priced below $1.00 per share across all 

Tapes. 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 0.05% 

and less than 0.08% of TCV, exclusive 

of executions of orders in securities 

priced below $1.00 per share across all 

Tapes. 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 0.08% 

and less than 0.20% of TCV, exclusive 

of executions of orders in securities 

priced below $1.00 per share across all 

Tapes. An Equity Member qualifies 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 0.20% 

and less than 0.40% of TCV, exclusive 

of executions of orders in securities 

priced below $1.00 per share across all 

Tapes. Finally, an Equity Member 

qualifies 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, exclusive of 

executions of orders in securities priced 

below $1.00 per share across all Tapes. 

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’’),10 depending on the 

Equity Member’s Percent Time at 

NBBO 11 on MIAX Pearl Equities in a 

certain amount of specified securities 

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

Securities’’).12 The NBBO Setter Plus 

Table specifies the percentage of time 

that the Equity Member must be at the 

NBB or NBO 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.13

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

follows: ($0.00220) 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; 

($0.00335) per share in Tier 5; and 

($0.00340) per share in Tier 6. 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: ($0.00225) 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; 

($0.00340) per share in Tier 5; and 

($0.00345) per share in Tier 6. Under 

Level C, the Exchange provides 

enhanced rebates for executions of 


ddrumheller on DSK120RN23PROD with NOTICES1
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14Equity Members may also qualify for the Tier 

5, Level C enhanced rebate via an alternative 

method by satisfying the following three 

requirements in the relevant month: (1) Midpoint 

ADAV of at least 2,500,000 shares; (2) Displayed 

ADAV of at least 10,000,000 shares; and (3) Percent 

Time at the NBB or NBO of at least 50% in 200 or 

more symbols from the list of MQ Securities. See 

Fee Schedule, Section 1)c), Notes to NBBO Setter 

Plus Table, note 3. Midpoint ADAV means the 

ADAV for the current month consisting of Midpoint 

Peg Orders in securities priced at or above $1.00 per 

share that execute at the midpoint of the Protected 

NBBO and add liquidity to the Exchange. A 

Midpoint Peg Order is a non-displayed Limit Order 

that is assigned a working price pegged to the 

midpoint of the PBBO. A Midpoint Peg Order 

receives a new timestamp each time its working 

price changes in response to changes in the 

midpoint of the PBBO. See Exchange Rule 

2614(a)(3). With respect to the trading of equity 

securities, the term ‘‘the term ‘‘Protected NBB’’ or 

‘‘PBB’’ shall mean the national best bid that is a 

Protected Quotation, the term ‘‘Protected NBO’’ or 

‘‘PBO’’ shall mean the national best offer that is a 

Protected Quotation, and the term ‘‘Protected 

NBBO’’ or ‘‘PBBO’’ shall mean the national best bid 

and offer that is a Protected Quotation. See 

Exchange Rule 1901. 

15See Fee Schedule, Section 1)c), NBBO Setter 

Additive Rebate. 

16With 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. 

17See Fee Schedule, Section 1)c). 

18See Fee Schedule, Section 1)c), NBBO First 

Joiner Additive Rebate. 

19See Fee Schedule, Section 1)a), Standard Rates, 

for the standard pricing for executions of Added 

Displayed Volume, among other rates. 

20The Exchange does not propose to amend the 

alternative volume calculation method for Equity 

Members to quality for the Tier 5, Level C enhanced 

rebate, as proposed to be reduced. 

21See e.g., MEMX LLC Equities Fee Schedule, 

Transaction fees (last visited October 22, 2024), 

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

(providing standard rebate of ($0.0015) per share for 

executions of orders in securities priced at or above 

$1.00 per share across all tapes); see also Cboe BZX 

Equities Fee Schedule, available at https://

www.cboe.com/us/equities/membership/fee_

schedule/bzx/ (providing a standard rebate of 

($0.0016) per share for adding displayed liquidity 

in securities priced at or above $1.00 per share). 

22See Cboe BZX Equities Fee Schedule, Add/ 

Remove Volume Tiers section, available at https:// 

www.cboe.com/us/equities/membership/fee_

schedule/bzx/ (providing an enhanced rebates 

ranging from ($0.0020) to ($0.0032) per share for 

executions of added displayed volume in securities 

priced at or above $1.00 per share, so long as the 

member meets certain volume requirements, 

including, for tier 4, minimum NBBO Time and 

NBBO Size requirements from a list of specified 

securities and minimum requirement of ADAV as 

a percentage of TCV); see also Cboe EDGX Equities 

Fee Schedule, Add/Remove Volume Tiers section, 

available at https://www.cboe.com/us/equities/ 

membership/fee_schedule/edgx/ (providing an 

enhanced rebates ranging from ($0.0020) to 

($0.0034) per share for executions of added 

displayed volume in securities priced at or above 

$1.00 per share, so long as the member meets 

certain volume requirements). 

23 15 U.S.C. 78f(b). 

24 15 U.S.C. 78f(b)(4). 

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: 

($0.00230) 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; 

($0.00345) per share in Tier 5; 14 and 

($0.00350) per share in Tier 6. 

The Exchange offers an NBBO Setter 

Additive Rebate,15 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 16 upon entry on MIAX 

Pearl Equities with a minimum size of 

a round lot.17 The Exchange also offers 

an NBBO First Joiner 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.18

Proposal 

The Exchange proposes to reduce the 

standard rebate for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume 

across all Tapes. Currently, the 

Exchange provides a standard rebate of 

($0.0022) per share for executions of 

orders in securities priced at or above 

$1.00 per share for Added Displayed 

Volume across all Tapes. The Exchange 

now proposes to reduce the standard 

rebate for executions of Added 

Displayed Volume in securities priced 

at or above $1.00 per share from 

($0.0022) to ($0.0021) per share for all 

Tapes.19 Accordingly, the Exchange 

proposes to amend Section 1)a), 

Standard Rates, to reflect this proposed 

change and amend Section 1)b), 

Liquidity Indicator Codes and 

Associated Fees, to reflect the 

corresponding changes to the applicable 

Liquidity Indicator Codes, AA, AB and 

AC. 

Next, the Exchange proposes to 

amend the NBBO Setter Plus Table in 

Section 1)c) of the Fee Schedule to 

decrease the rebates for all tiers by 

($0.0001) per share for all rebate levels 

of the NBBO Program. With the 

proposed changes, the Level A rebates 

will be as follows: ($0.00210) per share 

in Tier 1; ($0.00280) per share in Tier 

2; ($0.00290) per share in Tier 3; 

($0.00300) per share in Tier 4; 

($0.00325) per share in Tier 5; and 

($0.00330) per share in Tier 6. The Level 

B rebates will be as follows: ($0.00215) 

per share in Tier 1; ($0.00285) per share 

in Tier 2; ($0.00295) per share in Tier 

3; ($0.00305) per share in Tier 4; 

($0.00330) per share in Tier 5; and 

($0.00335) per share in Tier 6. The Level 

C rebates will be as follows: ($0.00220) 

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; 

($0.00335) per share in Tier 5; and 

($0.00340) per share in Tier 6. 

The Exchange does not propose to 

amend any of volume calculation 

methods used to determine the Equity 

Member’s tier for purposes of the NBBO 

Program, which will continue to be 

calculated in parallel in each month, 

and each Equity Member will continue 

to receive the highest tier achieved from 

any of the four methods each month.20

The Exchange also does not propose to 

amend the different measurements to 

calculate an Equity Member’s 

participation at the NBBO on the 

Exchange in Market Quality Securities 

under the NBBO Program. 

The purpose of reducing the standard 

rebate for executions of Added 

Displayed Volume is for business and 

competitive reasons in light of recent 

volume growth on the Exchange. The 

Exchange notes that despite the modest 

reduction proposed herein, the 

proposed standard rebate for executions 

of Added Displayed Volume (i.e., 

($0.0021) per share) remains higher 

than, and competitive with, the 

standard rebates 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.21

The purpose of reducing the 

enhanced rebates for executions of 

Added Displayed Volume for all tiers 

and market quality levels of the NBBO 

Program is for business and competitive 

reasons in light of recent volume growth 

on the Exchange. The Exchange notes 

that, even with the proposed decrease in 

the NBBO Program rebates, the base 

rebates and enhanced rebates of the 

NBBO Program remain competitive 

with, or higher than, the rebates 

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.22

Implementation 

The proposed changes are effective 

beginning November 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 23

in general, and furthers the objectives of 

Section 6(b)(4) of the Act 24 in 


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Federal Register / Vol. 89, No. 223 / Tuesday, November 19, 2024 / Notices 91459 

25 15 U.S.C. 78f(b)(5). 

26See the ‘‘Market Share’’ section of the 

Exchange’s website, available at https://

www.miaxglobal.com/ (last visited October 25, 

2024). 

27See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37499 (June 29, 2005). 28See supra notes 21 and 22. 29See supra notes 21 and 22. 

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) 25 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 

September 2024.26 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 

1.71% of the overall market share for 

the month of September 2024. 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.’’ 27

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 NBBO 

Program, in particular, and Added 

Displayed Volume in securities priced 

at or above $1.00 per share, in general. 

The Exchange believes its proposal to 

reduce the rebates for executions of 

orders in securities priced at or above 

$1.00 per share for Added Displayed 

Volume across all Tapes is reasonable 

because the Exchange’s standard rebate 

and enhanced rebates will remain 

competitive with, or higher than, the 

rebates 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.28 The Exchange believes that 

the enhanced rebates under the NBBO 

Program, as modified by this proposal, 

continue to be equitable and not 

unfairly discriminatory because the 

NBBO Program 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 NBB or NBO, and the introduction 

of higher volumes of orders into the 

price and volume discovery process. 

The Exchange believes the proposal is 

equitable and not unfairly 

discriminatory because the Exchange’s 

pricing structure, as modified by this 

proposal, continues to be designed to 

incentivize the entry of aggressively 

priced displayed liquidity that may 

create tighter spreads, thereby 

promoting price discovery and market 

quality on the Exchange to the benefit 

of all Equity Members and public 

investors. 

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 does not believe that 

the proposal will impose any burden on 

intra-market competition not necessary 

or appropriate in furtherance of the 

purposes of the Act. 

The Exchange believes that its 

proposal to reduce the standard and 

enhanced rebates provided for in the 

NBBO Program, for executions of orders 

in securities priced at or above $1.00 per 

share for Added Displayed Volume will 

not impose any burden on intramarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act because these 

changes are for business and 

competitive reasons in light of recent 

volume growth on the Exchange. The 

Exchange notes that despite the modest 

reduction proposed herein of ($0.0001) 

per share for executions of orders in 

securities priced at or above $1.00 per 

share for Added Displayed Volume, the 

Exchange’s standard and enhanced 

rebates remain competitive with, or 

higher than, the standard and enhanced 

rebates provided by other exchanges for 

executions of orders in securities priced 

at or above $1.00 per share for Added 

Displayed Volume on those 

exchanges.29

The Exchange believes that, even with 

the proposed decrease to the standard 

and enhanced Added Displayed Volume 

rebates, the Exchange’s rebate structure 

for such orders will continue to 

incentivize market participants to direct 

order flow to the Exchange, thereby 

contributing to a deeper and more liquid 

market 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, will continue to 

encourage market participants to direct 

additional orders in securities priced at 

or above $1.00 per share to the 

Exchange. Greater liquidity benefits all 

Equity Members by providing more 

trading opportunities and encourages 

Equity Members to send orders to the 

Exchange, thereby contributing to robust 

levels of liquidity, which benefits all 

market participants. 

Intermarket Competition 

The Exchange believes the proposed 

changes 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 

sixteen 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 


ddrumheller on DSK120RN23PROD with NOTICES1
91460 Federal Register / Vol. 89, No. 223 / Tuesday, November 19, 2024 / Notices 

30See supra note 26. 

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(f)(2). 

35 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

the month of September 2024.30 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 orders in securities priced 

at or above $1.00 per share for Added 

Displayed Volume, and market 

participants can readily choose to send 

their orders to other exchanges and offexchange 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 self-regulatory 

organization (‘‘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 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 broker-dealers 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 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act,33 and Rule 

19b–4(f)(2) 34 thereunder. At any time 

within 60 days of the filing of the 

proposed rule change, the Commission 

summarily may temporarily suspend 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. If the Commission 

takes such action, the Commission shall 

institute proceedings to determine 

whether the proposed rule should be 

approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

PEARL–2024–50 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–2024–50. 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–2024–50 and should be 

submitted on or before December 10, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.35

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–26870 Filed 11–18–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101605; File No. SR– 

PEARL–2024–49] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend the MIAX Pearl 

Options Fee Schedule 

November 13, 2024. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

31, 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. 


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