Notice2025-08925
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
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
May 20, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 96 (Tuesday, May 20, 2025)</title>
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[Federal Register Volume 90, Number 96 (Tuesday, May 20, 2025)]
[Notices]
[Pages 21520-21524]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-08925]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103043; File No. SR-PEARL-2025-19]
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
May 14, 2025.
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 April 30, 2025, MIAX PEARL, LLC (``MIAX Pearl'' or ``Exchange'')
filed with the Securities and Exchange Commission (``SEC'' or
``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 proposes to amend the fee schedule (the ``Fee
Schedule'') applicable to the Exchange's equities trading platform
(``MIAX Pearl Equities'' \3\) to amend the fees for three types of
ports, FIX, MEO, and FXD, each of which are described below.
Specifically, the Exchange proposes to eliminate the tiered pricing
structure by no longer providing a certain number of FIX and MEO ports
for free and subject each purchased FIX and MEO port to the same fee.
Likewise, the Exchange proposes to no longer provide all FXD ports for
free and subject each purchased FXD port to the same fee as the
Exchange charges for each FIX and MEO port. As a result of these
changes, the Exchange also proposes to amend the Fee Schedule to remove
the defined term ``Waiver Period'' \4\ as there will no longer be any
fees subject to a Waiver Period upon the effectiveness of this filing.
As described more fully below, the proposed fees described herein for
each FIX, MEO and FXD port are comparable to, or lower than, the fees
charged by other exchanges for similar port connectivity.
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\3\ All references to the ``Exchange'' in this filing refer to
MIAX Pearl Options. Any references to the equities trading facility
of MIAX PEARL, LLC will specifically be referred to as ``MIAX Pearl
Equities.''
\4\ The term ``Waiver Period'' means, for each applicable fee,
the period of time from the initial effective date of the MIAX Pearl
Equities Fee Schedule until such time that MIAX Pearl has an
effective fee filing establishing the applicable fee. MIAX Pearl
Equities will issue a Regulatory Circular announcing the
establishment of an applicable fee that was subject to a Waiver
Period at least fifteen (15) days prior to the termination of the
Waiver Period and effective date of any such applicable fee. See the
Definitions section of the Fee Schedule.
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The text of the proposed rule change is available on the Exchange's
website at <a href="https://www.miaxglobal.com/markets/us-options/pearl-options/rule-filings">https://www.miaxglobal.com/markets/us-options/pearl-options/rule-filings</a> 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 fees for three types of ports,
FIX, MEO, and FXD, each of which are described below. Specifically, the
Exchange proposes to eliminate the tiered pricing structure by no
longer providing a certain number of FIX and MEO ports for free and
subject each purchased FIX and MEO port to the same fee. Likewise, the
Exchange also proposes to no longer provide all FXD ports for free and
subject each purchased FXD port to the same fee as each FIX and MEO
port. As a result of these changes, the Exchange also proposes to amend
the Fee Schedule to remove the defined term ``Waiver Period'' as there
will no longer be any fees subject to a Waiver Period upon the
effectiveness of this filing. As described more fully below, the
proposed fees described herein for each FIX, MEO and FXD port are
comparable to, or lower than, the fees charged by other exchanges for
similar port connectivity.
The Exchange offers Equity Members \5\ three types of ports: (i)
FIX ports; \6\ (ii) MEO ports; \7\ and (iii) FXD ports.\8\ FIX ports
allow Equity Members to send orders and other messages using the FIX
Order Interface.\9\ The FIX Order Interface is a gateway connection to
the Exchange and allows Equity Members to use the industry standard FIX
protocol with MIAX Pearl Equities specific extensions for the
transmission of orders and other messages to and from the Exchange.\10\
The FIX Order Interface validates incoming orders and forwards them to
the appropriate matching engine. Executions and cancellation
notifications are provided through each FIX Order Interface to Equity
Members through their FIX ports.\11\
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\5\ The term ``Equity Member'' means a Member authorized by the
Exchange to transact business on MIAX PEARL Equities. See Exchange
Rule 1901.
\6\ The term ``FIX Port'' means a FIX port that allows Equity
Members to send orders and other messages using the FIX protocol
(also referred to as the FIX Order Interface, defined herein). See
the Definitions section of the Fee Schedule.
\7\ See the Definitions section of the Fee Schedule.
\8\ The term ``FIX Drop Port'' or ``FXD'' means a messaging
interface that provides real-time order activities of firms' MEO and
FOI orders. See the Definitions section of the Fee Schedule.
Standard FIX Drop ports only send trade information and include
Execution Reports and Trade Cancel/Correct messages. See MIAX Pearl
Equities Exchange User Manual, updated January 2025, at page 10,
available at <a href="https://www.miaxglobal.com/miax_pearl_equities_user_manual_jan_2025.pdf">https://www.miaxglobal.com/miax_pearl_equities_user_manual_jan_2025.pdf</a> (the ``User Manual'').
FIX Order by Order Drop ports send all order activities, including
all Execution Reports, Trade Cancel/Correct messages, and optionally
order rejects. Id. The term ``Equities Market Maker'' shall mean an
Equity Member that acts as a Market Maker in equity securities,
pursuant to Chapter XXVI of the Exchange's Rules. See Exchange Rule
1901. The term ``Equities Order Entry Firm'', ``Order Entry Firm'',
or ``OEF'', shall mean those Equity Members representing orders as
agent on MIAX Pearl Equities and those non-Equity Market Maker
Members conducting proprietary trading. Id.
\9\ See the Definition section of the Fee Schedule.
\10\ See MIAX Pearl Equities FAQ, modified February 2025, at
page 8, available at <a href="https://www.miaxglobal.com/miax_pearl_equities_faq_feb_2025.pdf">https://www.miaxglobal.com/miax_pearl_equities_faq_feb_2025.pdf</a> (the ``MIAX Pearl Equities
FAQ'').
\11\ See id.
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MEO ports provide Equity Members with order entry capabilities to
all Exchange matching engines using the Exchange's proprietary binary
MEO Interface protocol. The MEO Interface will route an order to the
appropriate matching engine based on the security. Equity Members have
flexibility in setting up MEO ports to cater to their architecture.\12\
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\12\ See MIAX Pearl Equities FAQ, supra note 10.
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FXD ports allow Equity Members and clearing firms to receive real-
time order activities of firms' orders over the MEO and FOI
Interfaces.\13\ The Exchange offers two types of FXD ports: (1)
Standard FIX Drop port; and (2) FIX Order by Order Drop port.\14\
Standard FIX Drop ports will only send trade information, including
execution reports and trade cancel/correct messages. FIX Order by Order
Drop
[[Page 21521]]
ports will send all order activities including execution reports, trade
cancel/correct messages, and optionally order rejects.\15\
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\13\ See the Definitions section of the Fee Schedule.
\14\ See MIAX Pearl Equities FAQ, supra note 10, at page 9.
\15\ Id.
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The Exchange currently provides the first five (5) FIX and MEO
ports, respectively, for free and all FXD ports for free. The Exchange
charges the following separate monthly fees for FIX and MEO ports: $450
per port per month for the 6th port and for each port thereafter
utilized by an Equity Member. FIX and MEO Ports are counted separately
for the tiers in the monthly Port Fee Table in section 2)d) of the Fee
Schedule. As a new exchange entrant, the Exchange chose to offer a
limited number of FIX, MEO, and FXD ports for free to encourage market
participants to trade on the Exchange and experience, among things, the
quality of the Exchange's technology and trading functionality. This
practice is not uncommon. New exchanges often do not charge fees or
charge lower fees for certain products and services, such as ports, to
attract order flow to an exchange, and later amend their fees to
reflect the true value of those products or services, absorbing all
costs to provide those products or services in the meantime. Allowing
new exchange entrants time to build and sustain market share through
various pricing incentives before increasing non-transaction fees
encourages market entry and fee parity, which promotes competition
among exchanges. It also enables new exchanges to mature their markets
and allow market participants to trade on the new exchanges without
fees serving as a potential barrier to attracting memberships and order
flow.\16\
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\16\ See Securities Exchange Act Release No. 90651 (December 11,
2020), 85 FR 81971 (December 17, 2020) (SR-PEARL-2020-33). See also,
e.g., Securities Exchange Act Release No. 94894 (May 11, 2022), 87
FR 29987 (May 17, 2022) (SR-BOX-2022-17) (stating, ``[t]he Exchange
established this lower (when compared to other options exchanges in
the industry) Participant Fee in order to encourage market
participants to become Participants of BOX. . .''). See also
Securities Exchange Act Release No. 90076 (October 2, 2020), 85 FR
63620 (October 8, 2020) (SR-MEMX-2020-10) (proposal to adopt the
initial fee schedule and stating that ``[u]nder the initial proposed
Fee Schedule, the Exchange proposes to make clear that it does not
charge any fees for membership, market data products, physical
connectivity or application sessions.''). MEMX's market share
increased and then MEMX established numerous non-transaction fees,
including fees for membership, market data, and connectivity. See
Securities Exchange Act Release Nos. 93927 (January 7, 2022), 87 FR
2191 (January 13, 2022) (SR-MEMX-2021-19) (establishing membership
fees); 96430 (December 1, 2022), 87 FR 75083 (December 7, 2022) (SR-
MEMX-2022-32) and 95936 (September 27, 2022), 87 FR 59845 (October
3, 2022) (SR-MEMX-2022-26) (establishing connectivity fees). See
also, e.g., Securities Exchange Act Release No. 88211 (February 14,
2020), 85 FR 9847 (February 20, 2020) (SR-NYSENAT-2020-05)
(establishing market data fees for the NYSE National exchange after
initially providing market data for free).
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MIAX Pearl Equities has been in operation for over four and a half
years and the original tiered pricing scheme has outlived its utility.
Therefore, similar to other exchanges, the Exchange now proposes to
eliminate the tiered pricing structure by no longer providing the first
five (5) FIX and MEO ports, respectively, for free and will now charge
$450 per FIX and MEO port per month. The Exchange also proposes to no
longer provide FXD ports for free and will now charge $450 per FXD port
per month, which is the same rate the Exchange proposes to charge for
each FIX and MEO port.\17\
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\17\ Since the Exchange will no longer offer any ports for free,
the Exchange proposes to remove the following sentence below the
Port Fee Table in Section 2)d) of the Fee Schedule, ``MEO and FIX
ports are counted separately for the tiers in the able.'' The
purpose of this change is to remove rule text that will no longer
apply. Since each FIX, MEO and FXD port will be charged the same
rate of $450 per port per month, there are no longer any tiers to
count for purposes of determining whether Equity Members receive
certain ports for free.
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As a result of the above proposed changes, the Exchange will no
longer offer any products or services that are subject to a fee waiver
period. Therefore, the Exchange proposes to amend the Definitions
section and Section 2)d) of the Fee Schedule to remove all references
to the ``Waiver Period.'' The Exchange issued an alert and Regulatory
Circular publicly announcing the proposed changes on April 9, 2025.\18\
The proposed changes subject to this proposal are effective May 1,
2025.
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\18\ See Fee Change Alert, MIAX Pearl Equities--May 1, 2025 Port
Fee Changes (dated April 9, 2025), available at <a href="https://www.miaxglobal.com/alert/2025/04/09/miax-pearl-equities-may-1-2025-port-fee-changes">https://www.miaxglobal.com/alert/2025/04/09/miax-pearl-equities-may-1-2025-port-fee-changes</a> and MIAX Pearl Equities Exchange Regulatory
Circular 2025-05 (dated April 9, 2025), available at <a href="https://www.miaxglobal.com/sites/default/files/circular-files/MIAX_Pearl_Equities_RC_2025_05.pdf">https://www.miaxglobal.com/sites/default/files/circular-files/MIAX_Pearl_Equities_RC_2025_05.pdf</a>.
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2. Statutory Basis
The Exchange believes that the proposed fee changes are consistent
with the provisions of Section 6(b) \19\ of the Act in general, and
furthers the objectives of Section 6(b)(4) \20\ of the Act, in
particular, in that they are designed to provide for the equitable
allocation of reasonable dues, fees and other charges among the
Exchange's Equity Members and other persons using its facilities.
Additionally, the Exchange believes that the proposal is consistent
with the objectives of Section 6(b)(5) \21\ of the Act in that the
changes are designed to promote just and equitable principles of trade,
to foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect to,
and facilitating transactions in securities, remove impediments to a
free and open market and national market system, and, in general,
protect investors and the public interest, and, particularly, are not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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\19\ 15 U.S.C. 78f.
\20\ 15 U.S.C. 78f(b)(4).
\21\ 15 U.S.C. 78f(b)(5).
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The Proposed Fees are Reasonable and Comparable to the Port Fees
Charged By Other Exchanges for Similar Ports
The proposed port fees are comparable to those of other equities
exchanges with similar market share. Based on publicly-available
information, no single exchange had more than approximately 14-15% of
the equities market share for the month of March 2025,\22\ and the
Exchange compared the fees proposed herein to the fees charged by other
equities exchanges with similar market share. A more detailed
discussion of the comparison follows.
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\22\ See the Market Share section of the Exchange's website,
available at <a href="https://www.miaxglobal.com/company/data/market-share">https://www.miaxglobal.com/company/data/market-share</a>
(last visited April 5, 2025).
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FIX and MEO Port Fees
The proposed FIX and MEO port fees for Equity Members that utilize
1 to 5 ports are the same as currently charged by the Exchange for
Equity Members that utilize 6 or more FIX or MEO ports (with each type
of port counted separately). The proposed fees are also lower than the
port fees charged by the equities markets of Cboe BYX Exchange, Inc.
(``BYX Equities''), Cboe EDGA Exchange, Inc. (``EDGA Equities''), NYSE
Texas, Inc. (``NYSE Texas''), and Nasdaq BX, Inc. (``Nasdaq BX'') for
their ports that provide similar functionality. Further, BYX Equities,
EDGA Equities, NYSE Texas, and Nasdaq BX all have comparable market
share to the Exchange, as summarized below. The Exchange also notes
that it proposes to eliminate the tiered pricing structure and now
charge a single flat fee per port for all ports, similar to each of the
exchanges described below.
[[Page 21522]]
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Equities
market share FIX Port Fees MEO Port Fees
Exchange (March 2025) (``Logical'') A (``Logical'' B or ``OUCH''
(percent) C)
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MIAX Pearl Equities..................... 1.02 $450/port................. $450/port.
BYX Equities............................ 0.75 $550/port \D\............. $550/port.\E\
EDGA Equities........................... 0.69 $550/port \F\............. $550/port.\G\
NYSE Texas.............................. 0.31 $455/port \H\............. $455/port.\I\
Nasdaq BX............................... 0.27 $500/port \J\............. $500/port.\K\
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\A\ BYX Equities, EDGA Equities and NYSE Texas use the term ``Logical'' when describing their ports with similar
functionality as the Exchange's FIX Ports.
\B\ BYX Equities, EDGA Equities and NYSE Texas use the term ``Logical'' when describing their ports with similar
functionality as the Exchange's MEO Ports.
\C\ Nasdaq BX uses the term/name ``OUCH'' when describing their ports with similar functionality as the
Exchange's MEO Ports.
\D\ See BYX Equities Fee Schedule, Logical Port Fees section, available at BYX Equities Fee Schedule (last
visited April 9, 2025).
\E\ See id.
\F\ See EDGA Equities Fee Schedule, Logical Port Fees section, available at EDGA Equities Fee Schedule (last
visited April 9, 2025).
\G\ See id.
\H\ See NYSE Texas Fee Schedule, Section D.1. Port Charges--Logical Connections, available at <a href="https://www.nyse.com/publicdocs/nyse/markets/nyse-texas/NYSE_Texas_Fee_Schedule.pdf">https://www.nyse.com/publicdocs/nyse/markets/nyse-texas/NYSE_Texas_Fee_Schedule.pdf</a> (last visited April 9, 2025).
\I\ See id.
\J\ See BX Equity Rules, Equity 7 Pricing Schedule, Section 115. Ports and other Services, available at <a href="https://listingcenter.nasdaq.com/rulebook/bx/rules/BX%20Equity%207">https://listingcenter.nasdaq.com/rulebook/bx/rules/BX%20Equity%207</a> (last visited April 9, 2025).
\K\ See id.
A more detailed discussion of the comparison follows.
BYX Equities and EDGA Equities. BYX Equities, with a market share
of approximately 0.75%, and EDGA Equities, with a market share of
approximately 0.69%, have comparable market share to the Exchange
(approximately 1.02%), and charge higher fees ($550 per port per month
compared to the Exchange's proposal of $450 per port per month) for
each Logical Port than the Exchange proposes to charge for each FIX and
MEO Port. The BYX Equities and EDGA Equities Logical Ports include,
among other types, FIX \23\ and Binary Order Entry (``BOE'') \24\
ports, which are used for order entry for BYX Equities and EDGA
Equities,\25\ similar to the Exchange's FIX and MEO ports.
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\23\ FIX Ports are the industry standard order entry ports
utilized by the Cboe family of exchanges, similar to the Exchange's
FIX Ports. See, generally, Cboe Titanium U.S. Equities FIX
Specification, Version 2.9.39 (March 31, 2025), available at Cboe
FIX Specification (last visited April 9, 2025).
\24\ BOE Ports are the proprietary order entry protocol for the
Cboe family of exchanges, similar to the Exchange's MEO Ports. See,
generally, Cboe Titanium Cboe U.S. Equities Binary Order Entry
Specification, Version 2.4.43 (March 31, 2025), available at Cboe
BOE Specification (last visited April 9, 2025).
\25\ See Securities Exchange Act Release No. 100436 (June 26,
2024), 89 FR 54947, footnote 4 (July 2, 2024) (SR-CboeBYX-2024-023).
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NYSE Texas. NYSE Texas, with a market share of approximately 0.31%,
has a comparable market share to the Exchange (approximately 1.02%),
and charges slightly higher fees ($455 per port per month compared to
the Exchange's proposal of $450 per port per month) for each NYSE Texas
Logical Port than the Exchange proposes to charge for each FIX and MEO
port. The NYSE Texas Logical Ports include access to NYSE Texas via
both FIX and binary protocols, which are used for order entry for NYSE
Texas, similar to the Exchange's FIX and MEO ports. NYSE Texas assesses
a Logical Port charge for each participant that connects to the
Exchange. Unlike the Exchange,\26\ NYSE Texas assesses a separate port
charge for each port connected to the main trading system and for each
back-up connection.
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\26\ See Fee Schedule, Section 2)d).
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Nasdaq BX. Nasdaq BX, with a market with a market share of
approximately 0.27%, has a comparable market share to the Exchange
(approximately 1.02%), and charges higher fees ($500 per port per month
compared to the Exchange's proposal of $450 per port per month) for
each OUCH and FIX Trading Port. OUCH is Nasdaq BX's proprietary port
for order entry and receiving status updates,\27\ while FIX is Nasdaq
BX's standard format port for order entry,\28\ similar to the
Exchange's MEO and FIX ports, respectively. Nasdaq BX's OUCH and FIX
Ports can be used by Nasdaq BX market makers and order entry firms.\29\
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\27\ See Nasdaq OUCH Overview, available at <a href="https://www.nasdaqtrader.com/Trader.aspx?id=OUCH">https://www.nasdaqtrader.com/Trader.aspx?id=OUCH</a> (last visited April 14,
2025).
\28\ See Nasdaq FIX Overview, available at <a href="https://www.nasdaqtrader.com/Trader.aspx?id=FIX">https://www.nasdaqtrader.com/Trader.aspx?id=FIX</a> (last visited April 14,
2025).
\29\ See supra notes 27 and 28.
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FXD Port Fees
The proposed FXD port fees are the same as currently charged by the
Exchange for Equity Members that utilize the Exchange's FIX and MEO
ports. The proposed FXD port fees are also lower than the port fees
charged by BYX Equities and EDGA Equities for their ports that provide
similar functionality. Further, BYX Equities and EDGA Equities have
comparable market share to the Exchange, as summarized in the table
below.
------------------------------------------------------------------------
Equities
market share FXD port fees
Exchange (March 2025) (``Logical'')
(percent)
------------------------------------------------------------------------
MIAX Pearl Equities............... 1.02 $450/port.
BYX Equities...................... 0.75 $550/port \A\.
EDGA Equities..................... 0.69 $550/port \B\.
------------------------------------------------------------------------
\A\ See BYX Equities Fee Schedule, Logical Port Fees section, available
at BYX Equities Fee Schedule (last visited April 9, 2025).
\B\ See EDGA Equities Fee Schedule, Logical Port Fees section, available
at EDGA Equities Fee Schedule (last visited April 9, 2025).
[[Page 21523]]
A more detailed discussion of the comparison follows.
BYX Equities and EDGA Equities. BYX Equities, with a market share
of approximately 0.75%, and EDGA Equities, with a market share of
approximately 0.69%, have comparable market share to the Exchange
(approximately 1.02%), and charge higher fees for each Logical Ports
(including drop copy) than the Exchange proposes to charge for each FXD
port. Similar to the Exchange, BYX Equities and EDGA Equities offer two
types of FIX Drop ports (Standard FIX Drop and Order by Order FIX
Drop). Both port types do not accept orders. Their purpose is to
provide real time information about order flow and may be configured to
send order flow based on various combinations of information relating
to specific member firms, clearing member participant identification
(``MPIDs'') and/or sessions, similar to the Exchange's FXD ports.\30\
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\30\ See EDGA Equities Fee Schedule, Logical Port Fees section,
available at EDGA Equities Fee Schedule (last visited April 9, 2025)
at page 91.
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Each of the above examples of other exchanges' port fees support
the proposition that the Exchange's proposed Port fees are comparable
to those of other exchanges and therefore reasonable.
The Proposed Fees Are Equitably Allocated
Overall. The Exchange believes that its proposed fees are
reasonable, equitable, and not unfairly discriminatory because they are
designed to align fees with services provided. The Exchange believes
that the proposed port fees are allocated fairly and equitably among
all Equity Members as the proposed price is the same for each type of
port that may be utilized.
The Exchange believes that the proposed fees are equitably
allocated because they will apply uniformly to all Equity Members that
choose to utilize FIX, MEO and/or FXD ports. Any market participant
that chooses to utilize a FIX, MEO and/or FXD port will be subject to
the same fee for each port, regardless of what type of business they
operate, and the decision to utilize one or more types of ports is
based on objective differences in port usage among different Equity
Members, which are still ultimately in the control of any particular
Equity Member.
As noted above, the proposed port fee pricing is comparable to, or
lower than, the port fees charged by other exchanges for their ports
that provide similar functionality.\31\ The Exchange also notes that
its proposal to eliminate the tiered pricing structure for FIX and MEO
ports to begin charging a single flat fee per port for all ports is
also equitably allocated because each Equity Member will be subject to
the same flat fee for each port they choose to utilize.
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\31\ See BYX Equities Fee Schedule, Logical Port Fees section,
available at BYX Equities Fee Schedule (last visited April 9, 2025)
and EDGA Equities Fee Schedule, Logical Port Fees section, available
at EDGA Equities Fee Schedule (last visited April 9, 2025).
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For all of the foregoing reasons, the Exchange believes that the
proposed fees for the market data feeds are equitably allocated.
The Proposed Port Fees Are Not Unfairly Discriminatory
The Exchange believes the proposed fees are not unfairly
discriminatory because there is no difference in the application of any
of the proposed port fees among Equity Members. The Exchange believes
that the proposed fees are not unfairly discriminatory because they
would apply to all Equity Members that choose to utilize FIX, MEO and/
or FXD ports. Any Equity Member that chooses to utilize the Exchange's
ports will be subject to the same pricing, regardless of what type of
business they operate. The Exchange also notes that its proposal to
eliminate the tiered pricing structure for FIX and MEO ports to begin
charging a single flat fee per port for all ports is not unfairly
discriminatory because each Equity Member will be subject to the same
flat fee for each port they choose to utilize.
For all of the foregoing reasons, the Exchange believes that the
proposed fees for the Exchange's market data feeds are not unfairly
discriminatory.
The Exchange believes its proposal to remove all references to the
Waiver Period promotes just and equitable principles of trade and
remove impediments to and perfect the mechanism of a free and open
market and a national market system because the proposed changes will
provide greater clarity to Equity Members and the public regarding the
Exchange's Fee Schedule by remove references to fee waivers that will
no longer apply upon the effectiveness of this rule filing. With this
proposed rule change, the Exchange will no longer provide any products
or services that would be subject to a fee waiver period. Removing such
references from the Fee Schedule will remove impediments to a free and
open market and national market system because they will attempt to
avoid potential investor confusion and ensure the Fee Schedule includes
only terms that are applicable to its products and services.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\32\ the Exchange
does not believe that the proposed rule change would impose any burden
on competition that is not necessary or appropriate in furtherance of
the purposes of the Act.
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\32\ 15 U.S.C. 78f(b)(8).
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Intra-Market Competition
The Exchange does not believe that the proposed port fees place
certain market participants at a relative disadvantage to other market
participants because, as noted above, the proposed fees are the same
for each type of port and the proposed amounts are comparable to, or
lower than, the port fees charged by other exchanges with comparable
market share for their ports with similar functionality. Accordingly,
the proposed fees do not favor certain categories of market
participants in a manner that would impose a burden on competition. The
Exchange believes that the proposed fees neither favor nor penalize one
or more categories of market participants in a manner that would impose
an undue burden on competition.
The Exchange believes its proposal to remove all references to the
Waiver Period will have no impact on competition as those changes are
not designed to address any competitive issue but rather are designed
to provide added clarity to the Fee Schedule since the Exchange will no
longer offer any non-transaction fees for free. The proposed changes
would apply uniformly to all market participants and do not favor
certain categories of market participants in a manner that would impose
an undue burden on competition.
Inter-Market Competition
The Exchange does not believe the proposed fees place an undue
burden on competition on other exchanges that is not necessary or
appropriate. In particular, market participants are not forced to
utilize a particular type of port and other exchanges, with comparable
market share, offer ports with similar functionality for comparable
pricing. An exchange that overprices its ports stands a high risk that
users may utilize another market's ports and trade on that other
exchange. These competitive pressures ensure that no one exchange's
port fees can impose an unnecessary burden on competition and the
[[Page 21524]]
Exchange's proposed fees do not do so here.
In addition, the Exchange does not believe the proposal to remove
all references to the Waiver Period will impose any burden on inter-
market competition as the proposal does not address any competitive
issues and is intended to provide clarity to the Fee Schedule. The
Exchange does not believe that the proposal will harm another
exchange's ability to compete. Accordingly, the Exchange does not
believe the proposal imposes 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.
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\33\ 15 U.S.C. 78s(b)(3)(A)(ii).
\34\ 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#a5d7d0c9c088c6cac8c8c0cbd1d6e5d6c0c68bc2cad3"><span class="__cf_email__" data-cfemail="f98b8c959cd49a9694949c978d8ab98a9c9ad79e968f">[email protected]</span></a>. Please include
file number
SR-PEARL-2025-19 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-PEARL-2025-19. 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-PEARL-2025-19 and should be
submitted on or before June 10, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\35\
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\35\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-08925 Filed 5-19-25; 8:45 am]
BILLING CODE 8011-01-P
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