37388 Federal Register / Vol. 86, No. 133 / Thursday, July 15, 2021 / Notices 

46See supra note 25. 47 15 U.S.C. 78s(b)(3)(A)(ii). 48 17 CFR 240.19b–4(f)(2). 

49 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 ‘‘Market Maker’’ means a Member registered 

with the Exchange for the purpose of making 

markets in options contracts traded on the 

Exchange and that is vested with the rights and 

responsibilities specified in Chapter VI of Exchange 

Rules. See the Definitions Section of the Fee 

Schedule. 

multiply-listed equity options 46 for the 

month of June 2021, and the Exchange 

believes that the ever-shifting market 

share among exchanges from month to 

month demonstrates that market 

participants can discontinue or reduce 

use of certain categories of products, or 

shift order flow, in response to fee 

changes. In such an environment, the 

Exchange must continually adjust its 

fees to remain competitive with other 

exchanges and to attract order flow to 

the Exchange. 

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,47 and Rule 

19b–4(f)(2) 48 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

PEARL–2021–32 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–2021–32. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–PEARL–2021–32 and 

should be submitted on or before 

August 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.49

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15036 Filed 7–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92367; File No. SR– 

PEARL–2021–31] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change by MIAX PEARL, LLC To 

Amend the MIAX Pearl Options Fee 

Schedule 

July 9, 2021. 

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 July 1, 2021, 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 MIAX Pearl Options Fee 

Schedule (the ‘‘Fee Schedule’’). 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings/pearl at MIAX Pearl’s principal 

office, and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Add/Remove Tiered Rebates/Fees set 

forth in Section 1)a) of the Fee Schedule 

that apply to the MIAX Pearl Market 

Maker 3 Origin, to modify the volume 

threshold for the alternative Volume 

Criteria in Tier 3. 

Background 

The Exchange currently assesses 

transaction rebates and fees to all 

market participants which are based 

upon the total monthly volume 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 133 / Thursday, July 15, 2021 / Notices 37389 

4 ‘‘Member’’ means an individual or organization 

that is registered with the Exchange pursuant to 

Chapter II of the Exchange Rules for purposes of 

trading on the Exchange as an ‘‘Electronic Exchange 

Member’’ or ‘‘Market Maker.’’ Members are deemed 

‘‘members’’ under the Exchange Act. See the 

Definitions Section of the Fee Schedule and 

Exchange Rule 100. 

5 ‘‘Excluded Contracts’’ means any contracts 

routed to an away market for execution. See the 

Definitions Section of the Fee Schedule. 

6 ‘‘TCV’’ means total consolidated volume 

calculated as the total national volume in those 

classes listed on MIAX Pearl for the month for 

which the fees apply, excluding consolidated 

volume executed during the period time in which 

the Exchange experiences an ‘‘Exchange System 

Disruption’’ (solely in the option classes of the 

affected Matching Engine (as defined below)). The 

term Exchange System Disruption, which is defined 

in the Definitions section of the Fee Schedule, 

means an outage of a Matching Engine or collective 

Matching Engines for a period of two consecutive 

hours or more, during trading hours. The term 

Matching Engine, which is also defined in the 

Definitions section of the Fee Schedule, is a part of 

the MIAX Pearl electronic system that processes 

options orders and trades on a symbol-by-symbol 

basis. Some Matching Engines will process option 

classes with multiple root symbols, and other 

Matching Engines may be dedicated to one single 

option root symbol (for example, options on SPY 

may be processed by one single Matching Engine 

that is dedicated only to SPY). A particular root 

symbol may only be assigned to a single designated 

Matching Engine. A particular root symbol may not 

be assigned to multiple Matching Engines. The 

Exchange believes that it is reasonable and 

appropriate to select two consecutive hours as the 

amount of time necessary to constitute an Exchange 

System Disruption, as two hours equates to 

approximately 1.4% of available trading time per 

month. The Exchange notes that the term 

‘‘Exchange System Disruption’’ and its meaning 

have no applicability outside of the Fee Schedule, 

as it is used solely for purposes of calculating 

volume for the threshold tiers in the Fee Schedule. 

See the Definitions Section of the Fee Schedule. 

7 ‘‘Affiliate’’ means (i) an affiliate of a Member of 

at least 75% common ownership between the firms 

as reflected on each firm’s Form BD, Schedule A, 

or (ii) the Appointed Market Maker of an Appointed 

EEM (or, conversely, the Appointed EEM of an 

Appointed Market Maker). An ‘‘Appointed Market 

Maker’’ is a MIAX Pearl Market Maker (who does 

not otherwise have a corporate affiliation based 

upon common ownership with an EEM) that has 

been appointed by an EEM and an ‘‘Appointed 

EEM’’ is an EEM (who does not otherwise have a 

corporate affiliation based upon common 

ownership with a MIAX PEARL Market Maker) that 

has been appointed by a MIAX Pearl Market Maker, 

pursuant to the process described in the Fee 

Schedule. See the Definitions Section of the Fee 

Schedule. 

8The term ‘‘System’’ means the automated 

trading system used by the Exchange for the trading 

of securities. See Exchange Rule 100. 

9 ‘‘ABBO’’ means the best bid(s) or offer(s) 

disseminated by other Eligible Exchanges (defined 

in Exchange Rule 1400(g) and calculated by the 

Exchange based on market information received by 

the Exchange from OPRA. See the Definitions 

Section of the Fee Schedule and Exchange Rule 

100. 

10See Securities Exchange Act Release No. 88992 

(June 2, 2020), 85 FR 35142 (June 8, 2020) (SR– 

PEARL–2020–06). 

11 ‘‘SPY TCV’’ means total consolidated volume 

in SPY calculated as the total national volume in 

SPY for the month for which the fees apply, 

excluding consolidated volume executed during the 

period of time in which the Exchange experiences 

an Exchange System Disruption (solely in SPY 

options). See the Definitions Section of the Fee 

Schedule. 

executed by the Member 4 on MIAX 

Pearl in the relevant, respective origin 

type (not including Excluded 

Contracts) 5 (as the numerator) 

expressed as a percentage of (divided 

by) TCV 6 (as the denominator). In 

addition, the per contract transaction 

rebates and fees are applied 

retroactively to all eligible volume for 

that origin type once the respective 

threshold tier (‘‘Tier’’) has been reached 

by the Member. The Exchange 

aggregates the volume of Members and 

their Affiliates.7 Members that place 

resting liquidity, i.e., orders resting on 

the book of the MIAX Pearl System,8 are 

paid the specified ‘‘maker’’ rebate (each 

a ‘‘Maker’’), and Members that execute 

against resting liquidity are assessed the 

specified ‘‘taker’’ fee (each a ‘‘Taker’’). 

For opening transactions and ABBO 9

uncrossing transactions, per contract 

transaction rebates and fees are waived 

for all market participants. Finally, 

Members are assessed lower transaction 

fees and receive lower rebates for order 

executions in standard option classes in 

the Penny Interval Program 10 (‘‘Penny 

Classes’’) than for order executions in 

standard option classes which are not in 

the Penny Interval Program (‘‘NonPenny Classes’’), where Members are 

assessed higher transaction fees and 

receive higher rebates. 

Alternative Volume Criteria Threshold 

Change in Tier 3 

The Exchange proposes to amend the 

Add/Remove Tiered Rebates/Fees set 

forth in Section 1)a) of the Fee Schedule 

that apply to the MIAX Pearl Market 

Maker Origin, to modify the volume 

threshold for the alternative Volume 

Criteria in Tier 3. The MIAX Pearl 

Market Maker Origin currently provides 

an alternative Volume Criteria in Tier 3, 

which is based upon the total monthly 

volume executed in SPY options on 

MIAX Pearl by a Market Maker when 

adding liquidity. Pursuant to this 

alternative Volume Criteria, Market 

Makers will qualify for: (i) Maker 

rebates of ($0.44) in SPY, QQQ and 

IWM options for their Market Maker 

Origin when trading against Origins not 

Priority Customer, and (ii) Maker 

rebates of ($0.42) in SPY, QQQ and 

IWM options for their Market Maker 

Origin when trading against Priority 

Customer Origins, if the Market Maker 

executes at least 1.10% [sic] in SPY 

options when adding liquidity as a 

percent of SPY TCV. The alternative 

Volume Criteria in Tier 3 is denoted by 

footnote ‘‘✦’’ following the Origin tables 

in Section 1)a) of the Fee Schedule. 

The Exchange proposes to modify the 

threshold for the alternative Volume 

Criteria in Tier 3 of the Market Maker 

Origin from 1.20% to 1.10%. 

Accordingly, with the proposed change 

to the alternative Volume Criteria in 

Tier 3, Maker Makers will qualify for: (i) 

Maker rebates of ($0.44) in SPY, QQQ 

and IWM options for their Market Maker 

Origin when trading against Origins not 

Priority Customer, and (ii) Maker 

rebates of ($0.42) in SPY, QQQ and 

IWM options for their Market Maker 

Origin when trading against Priority 

Customer Origins, if the Market Maker 

executes at least 1.10% in SPY options 

when adding liquidity as a percent of 

SPY TCV. Other Penny classes and NonPenny classes will receive the Tier 3 

rates in the Market Maker Origin table. 

The Exchange will continue to calculate 

the alternative Volume Criteria in Tier 

3 (above 1.10% in SPY when Adding 

Liquidity), based on the total monthly 

volume that added liquidity that is 

executed by the Market Maker solely in 

SPY options on MIAX Pearl, not 

including Excluded Contracts, (as the 

numerator) expressed as a percentage of 

(divided by) SPY TCV 11 (as the 

denominator). The Exchange notes that 

Market Makers that achieve the standard 

Tier 3 volume percentage but do not 

qualify for the alternative Volume 

Criteria in that Tier, will continue to 

receive the Tier 3 rates in the Market 

Maker Origin table in Penny Classes and 

Non-Penny Classes. Members will 

continue to receive the highest tier 

based on the thresholds achieved. The 

Exchange proposes to make the 

corresponding change to the volume 

threshold percentage described in the 

explanatory paragraph in footnote ‘‘✦’’ 

for the alternative Volume Criteria for 

Tier 3 that is below the tables in Section 

(1)(a) of the Fee Schedule. 

The purpose of this proposed change 

is for business and competitive reasons. 

With the proposed change, Members 

should more easily qualify for the 

Alternative Volume criteria in Tier 3 in 

order to receive the higher Maker 

rebates associated with SPY, QQQ and 

IWM options. The Exchange believes 

the proposed change should incentivize 

Market Makers to improve their posted 

liquidity to the benefit of the entire 

market, which should increase order 

flow sent to the Exchange, benefiting all 

market participants through increased 

liquidity, tighter markets and order 

interaction. Additionally, as the amount 

and type of volume that is executed on 

the Exchange has shifted since it first 

established the alternative Volume 

Criteria in Tier 3, the Exchange has 


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37390 Federal Register / Vol. 86, No. 133 / Thursday, July 15, 2021 / Notices 

12 15 U.S.C. 78f(b). 

13 15 U.S.C. 78f(b)(4). 

14 15 U.S.C. 78f(b)(1) and (b)(5). 

15See Securities Exchange Act Release No. 51808 

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

16See https://www.cboe.com/us/options/market_

share/. 17See id. 18See Securities Exchange Act Release No. 85304 

(March 13, 2019), 84 FR 10144 (March 19, 2019) 

(SR–PEARL–2019–07). 

19See generally, Section (1)(a) of the Fee 

Schedule for Market Maker Origin. 

20See MIAX Options Fee Schedule, Section 

(1)(a)(iii). 

21See Nasdaq ISE, LLC (‘‘ISE’’) Fee Schedule, 

Section 3, Regular Order Fees and Rebates. The ISE 

Fee Schedule provides for a ‘‘Market Maker Plus’’ 

program for Select and Non-Select Symbols, with 

tiered incentives for Market Makers. Further, the 

ISE Fee Schedule provides for a linked maker rebate 

for SPY, QQQ and IWM, in which the linked maker 

rebate applies to executions in SPY, QQQ, and IWM 

if the ISE Market Maker does not achieve the 

applicable tier in that symbol but achieves the tier 

(i.e., any of the Market Maker Plus Tiers 2–4) for 

any badge/suffix combination in the other linked 

symbol, in which case the higher tier achieved 

applies to both symbols. 

determined to level-set this threshold 

amount so that it is more reflective of 

the current type and amount of volume 

executed on the Exchange. 

The Exchange cannot predict with 

certainty how many Market Makers 

would achieve the alternative Tier 3 

Volume Criteria with the decreased 

threshold percentage, but anticipates 

that each Market Maker that is currently 

in Tier 3 with that alternative method 

will likely continue to reach that Tier 

due to that change. 

The Exchange has designated these 

changes to be operative on July 1, 2021. 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its Fee Schedule is 

consistent with Section 6(b) of the Act 12

in general, and furthers the objectives of 

Section 6(b)(4) of the Act,13 in that it is 

an equitable allocation of reasonable 

dues, fees and other charges among 

Exchange members and issuers and 

other persons using its facilities, and 

6(b)(5) of the Act,14 in that it is designed 

to prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in facilitating 

transactions in securities, to remove 

impediments to and perfect the 

mechanisms of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. 

The Exchange believes its proposal to 

modify the volume threshold for the 

alternative Volume Criteria in Tier 3 

provides for the equitable allocation of 

reasonable dues and fees and is not 

unfairly discriminatory for the following 

reasons. The Exchange operates in a 

highly competitive market. The 

Commission has repeatedly expressed 

its 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.’’ 15

There are currently 16 registered 

options exchanges competing for order 

flow. Based on publicly-available 

information, and excluding index-based 

options, no single exchange has more 

than approximately 15% of the market 

share of executed volume of multiplylisted equity and ETF options trades as 

of June 29, 2021, for the month of June 

2021.16 Therefore, no exchange 

possesses significant pricing power in 

the execution of multiply-listed equity 

and ETF options order flow. More 

specifically, as of June 29, 2021, the 

Exchange had an approximately 5.32% 

market share of executed volume of 

multiply-listed equity and ETF options 

for the month of June 2021.17

The Exchange believes that the evershifting market shares 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 transaction 

and/or non-transaction fee changes. For 

example, on February 28, 2019, the 

Exchange filed with the Commission a 

proposal to increase Taker fees in 

certain Tiers for options transactions in 

certain Penny classes for Priority 

Customers and decrease Maker rebates 

in certain Tiers for options transactions 

in Penny classes for Priority Customers 

(which fee was to be effective March 1, 

2019).18 The Exchange experienced a 

decrease in total market share between 

the months of February and March of 

2019, after the fees were in effect. 

Accordingly, the Exchange believes that 

the March 1, 2019 fee change may have 

contributed to the decrease in the 

Exchange’s market share and, as such, 

the Exchange believes competitive 

forces constrain options exchange 

transaction fees and market participants 

can shift order flow based on fee 

changes instituted by the exchanges. 

The Exchange believes its proposal to 

modify the volume threshold for the 

alternative Volume Criteria in Tier 3 is 

reasonable, equitable, and not unfairly 

discriminatory because Members should 

more easily qualify for the Alternative 

Volume criteria in Tier 3, receiving 

higher Maker rebates associated with 

SPY, QQQ and IWM options. The 

Exchange believes the proposed change 

is reasonable because it should 

incentivize Market Makers to improve 

their posted liquidity to the benefit of 

the entire market, which should 

increase order flow sent to the 

Exchange, benefiting all market 

participants through increased liquidity, 

tighter markets and order interaction. 

Additionally, as the amount and type of 

volume that is executed on the 

Exchange has shifted since it first 

established the alternative Volume 

Criteria in Tier 3, the Exchange has 

determined to level-set this threshold 

amount so that it is more reflective of 

the current type and amount of volume 

executed on the Exchange. 

The Exchange believes the alternative 

Volume Criteria in Tier 3 is reasonable, 

equitable, and not unfairly 

discriminatory because it is a form of 

pricing already adopted by the 

Exchange 19 and a form of pricing based 

upon trading activity in a select group 

of symbols, which is a common practice 

on many U.S. options exchanges as a 

means to incentivize order flow to be 

sent to an exchange for execution in 

actively traded options classes. The 

Exchange’s affiliate, Miami International 

Securities Exchange, LLC (‘‘MIAX’’), 

offers differentiated pricing for 

transactions in options underlying 

certain select symbols.20 Other options 

exchanges’ fee schedules distinguish by 

symbol and specifically assess different 

fees and rebates for transactions in 

select symbols for the same market 

participants.21

The Exchange also believes that its 

proposal is not unfairly discriminatory 

as all Market Makers can continue to 

qualify for the alternative Volume 

Criteria in Tier 3 by meeting the 

lowered threshold amount, which is 

designed to incentivize Market Makers 

to maintain quality markets. In addition, 

the Exchange continues to believe that 

it is not unfairly discriminatory to offer 

rebates pursuant to this proposal to only 

Market Makers because Market Makers 

add value through continuous quoting 

and are subject to additional 

requirements and obligations (such as 

quoting obligations) that other market 

participants are not. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule changes will impose 


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22 15 U.S.C. 78s(b)(3)(A)(ii). 

23 17 CFR 240.19–4(f)(2). 24 17 CFR 200.30–3(a)(12). 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

The Exchange believes its proposal 

will not impose any burden on intramarket competition because the 

Exchange believes that its proposal will 

not place any category of Exchange 

market participant at a competitive 

disadvantage. The proposal to modify 

the volume threshold for the alternative 

Volume Criteria in Tier 3 is intended to 

improve market quality. The Exchange 

believes that its proposal will encourage 

Market Makers to improve market 

quality by providing the additional 

incentive to Market Makers in SPY, 

QQQ and IWM options for Market 

Makers that send additional SPY orders, 

which results in narrower bid-ask 

spreads and increased depth of 

liquidity. This in turn will attract 

additional order flow to the Exchange. 

Accordingly, the Exchange believes that 

the proposed changes will continue to 

attract order flow to the Exchange, 

thereby encouraging additional volume 

and liquidity to the benefit of all market 

participants. 

The Exchange believes its proposal 

will not impose any burden on intermarket competition because the 

Exchange notes that it operates in a 

highly competitive market in which 

market participants can readily favor 

competing venues if they deem fee 

levels at a particular venue to be 

excessive, or rebate opportunities 

available at other venues to be more 

favorable. In such an environment, the 

Exchange must continually adjust its 

fees to remain competitive with other 

options exchanges. Because competitors 

are free to modify their own fees in 

response, and because market 

participants may readily adjust their 

order routing practices, the Exchange 

believes that the degree to which fee 

changes in this market may impose any 

burden on competition is extremely 

limited. The Exchange believes that the 

proposed rule changes reflect this 

competitive environment because they 

modify the Exchange’s fees in a manner 

that encourages market participants to 

continue to provide liquidity and to 

send order flow to the Exchange. 

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,22 and Rule 

19b–4(f)(2) 23 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

PEARL–2021–31 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–2021–31. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–PEARL–2021–31, and 

should be submitted on or before 

August 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15037 Filed 7–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34326; 812–15175] 

Fidelity Beach Street Trust, et al. 

July 9, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application to 

amend a prior order for exemptive 

relief. 

SUMMARY OF APPLICATION: Applicants 

request an order (‘‘Amended Order’’) 

that would amend a prior order to 

permit the Funds, as defined below, to 

use Creation Baskets (as defined below) 

that include instruments that are not 

included, or are included with different 

weightings, in the Fund’s Tracking 

Basket (as defined below). 

APPLICANTS: Fidelity Beach Street Trust 

(‘‘Beach Street’’), Fidelity Management 

& Research Company LLC (‘‘FMR’’), 

Fidelity Distributors Company LLC 

(‘‘FDC’’) and Fidelity Covington Trust 

(‘‘New Applicant’’ and, together with 

Beach Street, FMR and FDC, the 

‘‘Applicants’’). 

FILING DATES: The application was filed 

on October 30, 2020, and amended on 

April 2, 2021, June 11, 2021 and June 

30, 2021. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 


khammond on DSKJM1Z7X2PROD with NOTICES