Notice2024-18201
Self-Regulatory Organizations; MIAX Sapphire LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Establish a Fee Schedule
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Published
August 15, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 158 (Thursday, August 15, 2024)</title>
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[Federal Register Volume 89, Number 158 (Thursday, August 15, 2024)]
[Notices]
[Pages 66467-66470]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-18201]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100683; File No. SR-SAPPHIRE-2024-13]
Self-Regulatory Organizations; MIAX Sapphire LLC; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To
Establish a Fee Schedule
August 9, 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 August 6, 2024, MIAX Sapphire, LLC (``MIAX Sapphire'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange is filing a proposal to establish a Fee Schedule (the
``Fee Schedule'') for fees and rebates applicable to participants
trading options on and/or using services provided by MIAX Sapphire.
MIAX Sapphire will commence operations as a national securities
exchange registered under Section 6 of the Act \3\ on August 12,
2024.\4\
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\3\ 15 U.S.C. 78f.
\4\ See Securities Exchange Act Release No. 100539 (July 15,
2024), 89 FR 58848 (July 19, 2024) (File No. 10-240) (order
approving application of MIAX Sapphire, LLC for registration as a
national securities exchange).
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While changes to the Fee Schedule pursuant to this proposal are
effective upon filing, the Exchange has designated these changes to be
operative on August 12, 2024.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://www.miaxglobal.com/markets/us-options/miax-sapphire/rule-filings">https://www.miaxglobal.com/markets/us-options/miax-sapphire/rule-filings</a>, at the Exchange'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
Definitions
The Exchange has included a Definitions section at the beginning of
its Fee Schedule. The purpose of the Definitions section is to
streamline the Fee Schedule by placing many of the defined terms used
in the Fee Schedule in one location at the beginning of the Fee
Schedule. Many of the defined terms are also defined in the Exchange
Rules, particularly in Exchange Rule 100. Any defined terms that are
also defined or otherwise explained in the Exchange Rules contain a
cross reference to the relevant Exchange Rule. The Exchange notes that
other exchanges have Definitions sections in their respective fee
schedules,\5\ and the Exchange believes that including a Definitions
section in the front of the Exchange's Fee Schedule makes the Fee
Schedule more user-friendly. The Exchange notes that the proposed
definitions to be included in the Definitions section of the Exchange's
Fee Schedule are substantially similar to those definitions found in
the Fee Schedule of the Exchange's affiliate, MIAX PEARL, LLC (``MIAX
Pearl''), with the following few exceptions.
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\5\ See Securities Exchange Act Release Nos. 70200 (August 14,
2013), 78 FR 51242 (August 20, 2013)(SR-Topaz-2013-10); 76453
(November 17, 2015), 80 FR 72999 (November 23, 2015)(SR-EDGX-2015-
56); 80061 (February 17, 2017), 82 FR 11676 (February 24, 2017)(SR-
PEARL-2017-10); and 85393 (March 21, 2019), 84 FR 11599 (March 27,
2019)(SR-EMERALD-2019-15).
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The MIAX Sapphire term ``Full Service MEO Port'' is defined in the
[[Page 66468]]
same fashion as the term ``Full Service MEO Port--Bulk'' is defined in
the Definitions section of the MIAX Pearl Options Fee Schedule.
The MIAX Sapphire term `` `Dedicated' cross-connect'' is integrated
into the definition of ``cross connect'' in the Definitions section of
the MIAX Sapphire Fee Schedule and is identical to the definition of
```Dedicated' cross-connect'' used in the Definitions section of the
Fee Schedule of the Exchange's affiliate, MIAX Emerald, LLC (``MIAX
Emerald'').
The MIAX Sapphire term ``MENI'' described in the Definitions
section of the MIAX Sapphire Fee Schedule provides a more fulsome
description of the MIAX Express Network Interconnect than the
definition provided in the MIAX Pearl Options Fee Schedule.
The MIAX Sapphire term ``Purge Ports'' is defined in the same
fashion as the term ``MEO Purge Ports'' is defined in the Definitions
section of the MIAX Pearl Options Fee Schedule.
These minor deviations from the established definitions of like
terms in the MIAX Pearl Options Fee Schedule are de minimis in nature
and not reflective of new functionality being introduced on the MIAX
Sapphire Exchange.
Routing Fees
MIAX Sapphire proposes to assess Routing Fees in order to recoup
costs incurred by MIAX Sapphire when routing orders to various away
markets. The Exchange notes that the proposed fees are substantially
similar to those of the Exchange's affiliates, Miami International
Securities Exchange LLC (``MIAX''), MIAX Pearl, and MIAX Emerald.\6\
The amount of the applicable fee is based upon (i) the Origin type of
the order, (ii) whether it is an order for an option in a Penny or Non-
Penny class (or other explicitly identified classes) and (iii) to which
away market it is being routed, according to the following table: \7\
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\6\ See MIAX Fee Schedule, Section (1) (c), Fees for Customer
Orders Routed to Another Options Exchange, MIAX Pearl Options Fee
Schedule, Section (1) (b), Fees for Customer Orders Routed to
Another Options Exchange, and MIAX Emerald Options Fee Schedule,
Section (1) (b), Fees for Customer Orders Routed to Another Options
Exchange.
\7\ This is similar to the methodologies utilized by the
Exchange's affiliates, MIAX, MIAX Pearl, and MIAX Emerald in
assessing Routing Fees. See id.
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Description Fees
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Routed, Priority Customer, Penny Program, to: NYSE $0.15
American, Cboe, Cboe EDGX Options, MIAX, Nasdaq PHLX
(except SPY), Nasdaq MRX...............................
Routed, Priority Customer, Penny Program, to: BOX....... 0.30
Routed, Priority Customer, Penny Program, to: NYSE Arca 0.65
Options, Cboe BZX Options, Cboe C2, Nasdaq GEMX, Nasdaq
ISE, NOM, Nasdaq PHLX (SPY only), MIAX Pearl, MIAX
Emerald, Nasdaq BX Options, MEMX.......................
Routed, Priority Customer, Non-Penny Program, to: NYSE 0.15
American, BOX, Cboe, Cboe EDGX Options, MIAX, Nasdaq
PHLX, Nasdaq MRX.......................................
Routed, Priority Customer, Non-Penny Program, to: NYSE 1.00
Arca Options, Cboe BZX Options, Cboe C2, Nasdaq GEMX,
NOM, MIAX Pearl, MIAX Emerald, Nasdaq BX Options,
Nasdaq ISE, MEMX.......................................
Routed, Public Customer that is not a Priority Customer, 0.65
Penny Program, to: NYSE American, NYSE Arca Options,
Cboe BZX Options, BOX, Cboe, Cboe C2, Cboe EDGX
Options, Nasdaq GEMX, Nasdaq ISE, Nasdaq MRX, MIAX,
MIAX Pearl, MIAX Emerald, NOM, Nasdaq PHLX, Nasdaq BX
Options, MEMX..........................................
Routed, Public Customer that is not a Priority Customer, 1.00
Non-Penny Program, to: NYSE American, MIAX, Cboe,
Nasdaq PHLX, Cboe EDGX Options, NOM....................
Routed, Public Customer that is not a Priority Customer, 1.15
Non-Penny Program, to: Cboe C2, BOX....................
Routed, Public Customer that is not a Priority Customer, 1.25
Non-Penny Program, to: NYSE Arca Options, Nasdaq GEMX,
Nasdaq MRX, MIAX Pearl, MIAX Emerald, MEMX.............
Routed, Public Customer that is not a Priority Customer, 1.40
Non-Penny Program, to: Cboe BZX Options, Nasdaq ISE,
Nasdaq BX Options......................................
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In determining its proposed Routing Fees, the Exchange took into
account transaction fees and rebates assessed by the away markets to
which the Exchange routes orders, as well as the Exchange's clearing,
administrative, regulatory, and technical costs associated with routing
orders to an away market. The Exchange uses unaffiliated routing
brokers to route orders to the away markets; the costs associated with
the use of these services are included in the Routing Fees specified in
the Fee Schedule. These fees are substantially similar to the
Exchange's affiliates.\8\ Additionally, this Routing Fees structure is
substantially similar to the Exchange's affiliates as well,\9\ and is
also comparable to the fee structure in place on at least one other
options exchange, Cboe BZX Options.\10\
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\8\ See supra note 6.
\9\ See supra note 7.
\10\ See Cboe U.S. Options Fee Schedules, BZX Options, Fee Codes
and Associated Fees, available at <a href="https://www.cboe.com/us/options/membership/fee_schedule/bzx/">https://www.cboe.com/us/options/membership/fee_schedule/bzx/</a>. The Cboe BZX fee schedule has exchange
groupings, whereby several exchanges are grouped into the same
category, dependent on the order's Origin type and whether it is a
Penny or Non-Penny Pilot class. For example, Cboe BZX fee code RQ
covers routed customer orders in Penny classes to NYSE Arca Options,
Cboe C2, Nasdaq ISE, Nasdaq GEMX, MIAX Emerald, MIAX Pearl, NOM or
MEMX, with a single fee of $0.85 per contract.
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The Exchange is proposing to have ten different exchange groupings,
based on the exchange, order type, and option class. The Exchange
believes that having these groupings will allow the Exchange to
approximate its costs associated with routing orders to away markets.
The per-contract transaction fee amount associated with each grouping
closely approximates the Exchange's all-in cost (plus an additional,
non-material amount) to execute that corresponding contract at that
corresponding exchange. For example, to execute a Priority Customer
order in a Penny Pilot symbol at NYSE American costs the Exchange
approximately $0.15 a contract. Since this is also the approximate cost
to execute that same order at Cboe, the Exchange is able to group NYSE
American and Cboe together in the same grouping. The Exchange notes
that in determining the appropriate groupings, the Exchange considered
the transaction fees and rebates assessed by away markets, and grouped
exchanges together that assess transaction fees for routed orders
within a similar range. This same logic and structure applies to all of
the groupings in the proposed Routing Fees table. By utilizing the same
structure that is utilized by the Exchange's affiliates, MIAX, MIAX
Pearl, and MIAX Emerald, those members which are also Members \11\ of
the Exchange, will be assessed Routing Fees in the same amount and
manner, which the Exchange believes will minimize any confusion as to
the method of assessing Routing Fees between the four exchanges. The
Exchange notes that this proposal is identical to the structure of the
routing
[[Page 66469]]
fee table and the fees assessed by the Exchange's affiliates.\12\
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\11\ The term ``Member'' means an individual or organization
that is registered with the Exchange pursuant to Chapter II of MIAX
Sapphire 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 Exchange Rule 100.
\12\ See supra note 7.
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2. Statutory Basis
The Exchange believes that its proposal to establish its Fee
Schedule is consistent with Section 6(b) of the Act \13\ in general,
and furthers the objectives of Section 6(b)(4) of the Act \14\ in
particular, in that it is an equitable allocation of reasonable fees
and other charges among its members and issuers and other persons using
its facilities. The Exchange also believes the proposal furthers the
objectives of Section 6(b)(5) of the Act \15\ in that it is designed to
promote just and equitable principles of trade, 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 is not designed to permit unfair discrimination between
customers, issuers, brokers and dealers. Additionally, the Exchange
believes the proposal is consistent with Section 6(b)(5) \16\
requirement that the rules of an exchange not be designed to permit
unfair discrimination between customers, issuers, brokers, or dealers.
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\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(4) and (5) [sic].
\15\ 15 U.S.C 78f(b)(5).
\16\ Id.
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Definitions
The Exchange also believes the proposal furthers the objectives of
Section 6(b)(5) of the Act \17\ in that it is designed to promote just
and equitable principles of trade, 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 is not
designed to permit unfair discrimination between customers, issuers,
brokers and dealers. The Exchange believes providing a Definitions
section in its Fee Schedule protects investors and the public interest
by clarifying terms and locating them in a dedicated section of the Fee
Schedule for ease of reference, thereby reducing the chance of
confusion. Additionally, the Exchange notes that the proposed
definitions are substantially similar to those of the Exchange's
affiliate, MIAX Pearl Options, and are intended to ensure that the Fee
Schedule is clear and unambiguous.
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\17\ 15 U.S.C 78f(b)(5).
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Routing Fees
The Exchange believes the proposal to establish routing fees and a
routing fee structure of groupings of options exchanges within the
routing fee table furthers the objectives of Section 6(b)(4) of the Act
and is an equitable allocation of reasonable fees and not unfairly
discriminatory because all Members that are subject to routing fees are
treated in a uniform manner.
The Exchange believes the proposed routing fee table exchange
groupings furthers the objectives of Section 6(b)(5) of the Act and is
designed to promote just and equitable principles of trade and is not
unfairly discriminatory as the proposal change seeks to recoup costs
that are incurred by the Exchange when routing Priority and Public
Customer Orders to away markets on behalf of Members and does so in the
same manner for all Members that are subject to routing fees and
therefore is not discriminatory and furthers just and equitable
principles of trade. The costs to the Exchange to route orders to away
markets for execution primarily includes transaction fees assessed by
the away markets to which the Exchange routes orders, in addition to
the Exchange's clearing, administrative, regulatory and technical
costs.
The Exchange believes that the proposed Routing Fees are
reasonable, equitable and not unfairly discriminatory because they seek
to recoup costs incurred by MIAX Sapphire when routing orders to
various away markets. In determining its proposed Routing Fees, the
Exchange took into account transaction fees and rebates assessed by the
away markets to which the Exchange routes orders, as well as the
Exchange's clearing costs, administrative, regulatory, and technical
costs associated with routing orders to an away market. The Exchange
uses unaffiliated routing brokers to route orders to the away markets;
the costs associated with the use of these services are included in the
Routing Fees specified in the Fee Schedule. This Routing Fees structure
is not only similar to the Exchange's affiliates, MIAX, MIAX Pearl, and
MIAX Emerald,\18\ but is also comparable to the structure in place on
at least one other options exchange, Cboe BZX Options.\19\ The Exchange
believes that having ten groupings for its proposed routing fees is
reasonable, equitable and not unfairly discriminatory because the
Exchange will be able to better approximate its costs associated with
routing orders to away markets. The per-contract transaction fee amount
associated with each grouping closely approximates the Exchange's all-
in cost (plus an additional, non-material amount) to execute that
corresponding contract at that corresponding exchange. The Exchange
notes that in determining the appropriate groupings, the Exchange
considered the transaction fees and rebates assessed by away markets,
and grouped exchanges together that assess transaction fees for routed
orders within a similar range. This same logic and structure applies to
all of the groupings in the proposed Routing Fees table. By utilizing
the same structure that is utilized by the Exchange's affiliates, MIAX,
MIAX Pearl, and MIAX Emerald, those members which are also Members of
the Exchange will be assessed Routing Fees in the same manner, which
the Exchange believes will minimize any confusion as to the method of
assessing Routing Fees between the four exchanges. This proposal is
identical to the routing fee tables of the Exchange's affiliates, MIAX,
MIAX Pearl, and MIAX Emerald.\20\
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\18\ See supra note 7.
\19\ See supra note 10.
\20\ See supra note 7.
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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 not necessary or appropriate in
furtherance of the purposes of the Act. MIAX Sapphire's proposed fees,
as described herein, are comparable to fees charged by its affiliates,
MIAX, MIAX Pearl, and MIAX Emerald,\21\ for the same service.
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\21\ See supra note 6.
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Definitions
The Exchange does not believe that its proposal to adopt a
Definitions section to its Fee Schedule imposes any unnecessary burden
on intramarket competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The proposed definitions are
designed to improve the clarity and precision of the Exchange's Fee
Schedule and are not competitive in nature.
Routing Fees
The Exchange does not believe that its proposal to adopt a Routing
Fees imposes any unnecessary burden on intramarket competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
The Exchange's Routing Fees reflect the
[[Page 66470]]
costs and fees incurred by the Exchange when routing orders to away
markets on behalf of Members and are applied in a uniform manner to all
similarly situated Members. Additionally, the Exchange notes that at
least one other options exchange employs a similar routing fee
structure.\22\
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\22\ See supra note 10.
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The Exchange does not believe that the proposal will impose any
burden on intermarket competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange notes that at
least one other options exchange approximates its routing costs in a
manner similar to that of the Exchange.\23\ Additionally, the Exchange
operates in a highly competitive market in which market participants
can readily direct order flow to competing venues if they deem fee
levels at a particular venue to be excessive or incentives to be
insufficient. Members have numerous alternative venues that they may
participate on and direct their order flow to, including 16 other
options exchanges. Based on publicly available information, no single
options exchange has more than 16% of the market share.\24\ Therefore,
no exchange possesses significant pricing power in the execution of
option order flow. 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.\25\ The fact that this market is competitive has also long
been recognized by the courts. In NetCoalition v. SEC, the D.C. Circuit
stated as follows: ``[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 order-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 exchanges
possesses a monopoly, regulatory or otherwise, in the execution of
order flow from broker dealers' . . .'' \26\ Accordingly, the Exchange
does not believe that its proposal imposes any burden on competition
that is not necessary or appropriate in furtherance of the purposes of
the Act.
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\23\ See supra note 10.
\24\ See ``Market Share/MTD AVERAGE'', available at <a href="https://www.miaxglobal.com/">https://www.miaxglobal.com/</a> (data as of 7/1/2024-7/12/2024).
\25\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\26\ 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)).
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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,\27\ and Rule 19b-4(f)(2) \28\ 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.
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\27\ 15 U.S.C. 78s(b)(3)(A)(ii).
\28\ 17 CFR 240.19b-4(f)(2).
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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
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#5624233a337b35393b3b333822251625333578313920"><span class="__cf_email__" data-cfemail="c0b2b5aca5eda3afadada5aeb4b380b3a5a3eea7afb6">[email protected]</span></a>. Please include
file number SR-SAPPHIRE-2024-13 on the subject line.
Paper Comments
<bullet> 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-SAPPHIRE-2024-13. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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-SAPPHIRE-2024-13 and should
be submitted on or before September 5, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
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\29\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-18201 Filed 8-14-24; 8:45 am]
BILLING CODE 8011-01-P
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