[Federal Register Volume 84, Number 71 (Friday, April 12, 2019)]
[Notices]
[Pages 14983-14988]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-07238]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85541; File No. SR-PEARL-2019-12]


Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX 
PEARL Fee Schedule

April 8, 2019.
    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 March 27, 2019, MIAX PEARL, LLC (``MIAX PEARL'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') a 
proposed rule change as described in Items I, II, and III below, which 
Items have been prepared by the Exchange. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \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 amend the MIAX PEARL Fee 
Schedule (the ``Fee Schedule'') to establish certain non-transaction 
fees applicable to participants and new members trading options on and/
or using services provided by MIAX PEARL.
    MIAX PEARL commenced operations as a national securities exchange 
registered under Section 6 of the Act \3\ on February 6, 2017.\4\ The 
Exchange adopted its transaction fees and certain of its non-
transaction fees in its filing SR-PEARL-2017-10.\5\
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    \3\ 15 U.S.C. 78f.
    \4\ See Securities Exchange Act Release No. 79543 (December 13, 
2016), 81 FR 92901 (December 20, 2016) (File No. 10-227) (order 
approving application of MIAX PEARL, LLC for registration as a 
national securities exchange).
    \5\ See Securities Exchange Act Release No. 80061 (February 17, 
2017), 82 FR 11676 (February 24, 2017) (SR-PEARL-2017-10).
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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 April 1, 2019.
    The text of the proposed rule change is available on the Exchange's 
website at http://www.miaxoptions.com/rule-filings/pearl at MIAX 
PEARL's principal office, and at the Commission's Public Reference 
Room.

[[Page 14984]]

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 purpose of the proposed rule change is to establish certain 
non-transaction fees applicable to certain market participants and new 
members trading options on and/or using certain services provided by 
the Exchange. The Exchange introduced the structure of certain non-
transaction fees in its filing SR-PEARL-2017-10 (without proposing 
actual fee amounts), but also explicitly waived the assessment of any 
such fees for the period of time which the Exchange defined as the 
``Waiver Period.'' \6\ The Exchange now proposes to adopt certain non-
transaction fees as described below, and thereby terminate the Waiver 
Period applicable to such non-transaction fees. In general, the 
Exchange proposes to amend the Fee Schedule to establish one-time 
application for membership fees for MIAX PEARL Members; \7\ Application 
Programming Interface (``API'') Testing and Certification fees; and 
MIAX PEARL Member Participant Identifier (``MPID'') \8\ fees.
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    \6\ ``Waiver Period'' means, for each applicable fee, the period 
of time from the initial effective date of the MIAX PEARL Fee 
Schedule until such time that the Exchange has an effective fee 
filing establishing the applicable fee. The Exchange 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.
    \7\ ``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 Exchange Rule 100.
    \8\ An MPID is a code used in the MIAX PEARL system to identify 
the participant to MIAX PEARL and to the participant's Clearing 
Member respecting trades executed on MIAX PEARL. Participants may 
use more than one MPID.
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    The Exchange also proposes to amend its Fee Schedule to remove the 
text and application of the New Member Non-Transaction Fee Waiver.\9\ 
The Exchange adopted the three month New Member Non-Transaction Fee 
Waiver in its filing SR-PEARL-2018-07.\10\
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    \9\ ``New Member Non-Transaction Fee Waiver'' means the waiver 
of certain non-transaction fees, as explicitly set forth in specific 
sections of the Fee Schedule, for a new Member of the Exchange, for 
the waiver period. For purposes of this definition, the waiver 
period consists of the calendar month the new Member is credentialed 
to use the System in the production environment following approval 
as a new Member of the Exchange and the two (2) subsequent calendar 
months thereafter. For purposes of this definition, a new Member 
shall mean any Member who has not previously been approved as a 
Member of the Exchange. See the Definitions Section of the Fee 
Schedule.
    \10\ See Securities Exchange Act Release No. 82867 (March 13, 
2018), 83 FR 12044 (March 19, 2018) (SR-PEARL-2018-07).
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    The Exchange now proposes to remove the New Member Non-Transaction 
Fee Waiver as described below, and thereby terminate the New Member 
Non-Transaction Fee Waiver as it applies to all relevant fees, 
including the Monthly Trading Permit fee; Port fees; and MIAX PEARL Top 
of Market (``ToM'') and MIAX PEARL Liquidity Feed (``PLF'') market data 
fees. The Exchange also proposes to amend the Definitions section of 
the Fee Schedule to delete the definitions of ``New Member Non-
Transaction Fee Waiver'' and ``Waiver Period'' because those 
definitions are no longer applicable in accordance with this proposal 
to remove the Waiver Period for all remaining waived non-transaction 
fees, as described below, including the three month fee waiver 
applicable to certain non-transaction fees for new Members of the 
Exchange.
A. Application for MIAX PEARL Membership
    A one-time application fee based upon the applicant's status as 
either an Electronic Exchange Member \11\ (``EEM'') or as a Market 
Maker \12\ will be assessed by MIAX PEARL. Applicants for MIAX PEARL 
Membership as an EEM will be assessed a one-time application fee of 
$500. Applicants for MIAX PEARL Membership as a Market Maker will be 
assessed a one-time application fee of $1,500. The difference in the 
fee charged to EEMs and Market Makers reflects the additional review 
and processing effort needed for Market Maker applications. MIAX 
PEARL's one-time application fees are similar to and generally lower 
than one-time application fees in place at the Cboe Exchange, Inc. 
(``Cboe'') ($3,000 for an individual applicant and $5,000 for an 
applicant organization) \13\ and at Nasdaq ISE, LLC (``Nasdaq ISE'') 
($7,500 per firm for a primary market maker, $5,500 per firm for a 
competitive market maker, and $3,500 per firm for an electronic market 
maker).\14\ Below is the table for the proposed one-time fee for 
membership application for MIAX PEARL:
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    \11\ ``Electronic Exchange Member'' or ``EEM'' means the holder 
of a Trading Permit who is a Member representing as agent Public 
Customer Orders or Non-Customer Orders on the Exchange and those 
non-Market Maker Members conducting proprietary trading. Electronic 
Exchange Members are deemed ``members'' under the Exchange Act. See 
Exchange Rule 100. See the Definitions Section of the Fee Schedule.
    \12\ ``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 
Exchange Rule 100. See the Definitions Section of the Fee Schedule.
    \13\ See Cboe Fees Schedule, p. 12, Cboe Trading Permit Holder 
Application Fees.
    \14\ See Nasdaq ISE Pricing Schedule, IX(A).

------------------------------------------------------------------------
                                                            Application
                   Type of membership                           fee
------------------------------------------------------------------------
Electronic Exchange Member..............................         $500.00
Market Maker............................................        1,500.00
------------------------------------------------------------------------

    MIAX PEARL will assess a one-time Membership Application Fee on the 
earlier of (i) the date the applicant is certified in the membership 
system, or (ii) once an application for MIAX PEARL membership is 
finally denied.
B. Member API Testing and Certification Fee
    MIAX PEARL will assess an API Testing and Certification fee on 
Members. An API makes it possible for Member software to communicate 
with MIAX PEARL software applications, and is subject to Member testing 
with, and certification by, MIAX PEARL. API testing and certification 
includes, for EEMs, testing all available order types, new order entry, 
order management, order throughput and mass order cancellation. For 
Market Makers, API testing and certification also includes testing of 
all available quote types, quote throughput, quote management and 
cancellation, Aggregate Risk Manager settings and triggers, and 
confirmation of quotes within the trading engines.
    The API Testing and Certification fees for Members are based upon 
the type of interface that the Member has been credentialed to use. 
MIAX PEARL will assess an API testing and certification fee for Members 
(i) initially per API for

[[Page 14985]]

FIX,\15\ MEO,\16\ FXD \17\ and CTD \18\ in the month the Member has 
been credentialed to use one or more ports in the production 
environment for the tested API, and (ii) each time a Member initiates a 
change to its system that requires testing and certification. API 
Testing and Certification fees will not be assessed in situations where 
the Exchange initiates a mandatory change to the Exchange's system that 
requires testing and certification.
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    \15\ ``FIX Interface'' means the Financial Information Exchange 
interface for certain order types as set forth in Exchange Rule 516. 
See Exchange Rule 100. See the Definitions Section of the Fee 
Schedule.
    \16\ ``MEO Interface'' means a binary order interface for 
certain order types as set forth in Rule 516 into the MIAX PEARL 
System. See Exchange Rule 100. See the Definitions Section of the 
Fee Schedule.
    \17\ ``FXD Interface'' or ``FIX Drop Copy Port'' means a 
messaging interface that provides a copy of real-time trade 
execution, trade correction and trade cancellation information to 
FIX Drop Copy Port users who subscribe to the service. FXD Port 
users are those users who are designated by an EEM to receive the 
information and the information is restricted for use by the EEM 
only. See the Definitions Section of the Fee Schedule.
    \18\ ``CTD Port'' or ``Clearing Trade Drop Port'' provides an 
Exchange Member with a real-time clearing trade updates. The updates 
include the Member's clearing trade messages on a low latency, real-
time basis. The trade messages are routed to a Member's connection 
containing certain information. The information includes, among 
other things, the following: (i) Trade date and time; (ii) symbol 
information; (iii) trade price/size information; (iv) Member type 
(for example, and without limitation, Market Maker, Electronic 
Exchange Member, Broker-Dealer); and (v) Exchange MPID for each side 
of the transaction, including Clearing Member MPID.
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    Any Member can select any type of interface (FIX Interface, MEO 
Interface, FXD Interface, and/or the CTD Port) to test and certify. 
Each Member who uses the FIX Interface to connect to the System \19\ 
will be assessed an API Testing and Certification fee of $1,000. Each 
Member who uses the MEO Interface to connect to the System will be 
assessed an API Testing and Certification fee of $1,500. Each Member 
who uses the FXD Interface to connect to the system will be assessed an 
API Testing and Certification fee of $500. Each Member who uses the CTD 
Port to connect to the system will be assessed an API Testing and 
Certification fee of $500.
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    \19\ The term ``System'' means the automated trading system used 
by the Exchange for the trading of securities. See Exchange Rule 
100.
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    Below is the proposed fee table for API Testing and Certification 
fees for Members:

------------------------------------------------------------------------
                                                            API testing
                                                                and
                    Type of interface                      certification
                                                                fee
------------------------------------------------------------------------
FIX.....................................................       $1,000.00
MEO.....................................................        1,500.00
FXD.....................................................          500.00
CTD.....................................................          500.00
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    API Testing and Certification Fees will be assessed (i) initially 
per API for FIX, MEO, FXD and CTD in the month the Member has been 
credentialed to use one or more ports in the production environment for 
the tested API, and (ii) each time a Member initiates a change to its 
system that requires testing and certification. API Testing and 
Certification Fees will not be assessed in situations where the 
Exchange initiates a mandatory change to the Exchange's system that 
requires testing and certification.
C. Non-Member API Testing and Certification Fee
    MIAX PEARL will assess an API Testing and Certification fee for 
Third Party Vendors \20\, Service Bureaus \21\ and other non-Members 
(i) initially per API for FIX, MEO, FXD, and CTD in the month the non-
Member has been credentialed to use one or more ports in the production 
environment for the tested API, and (ii) each time a Third Party 
Vendor, Service Bureau, or other non-Member initiates a change to its 
system that requires testing and certification. API Testing and 
Certification fees will not be assessed in situations where the 
Exchange initiates a mandatory change to the Exchange's system that 
requires testing and certification.
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    \20\ Third party vendors are subscribers of MIAX's market and 
other data feeds, which they in turn use for redistribution 
purposes. Third party vendors do not provide connectivity and 
therefore are not subject to Network testing and certification. See 
the Definitions Section of the Fee Schedule.
    \21\ ``Service Bureau'' means a technology provider that offers 
and supplies technology and technology services to a trading firm 
that does not have its own proprietary system. See the Definitions 
Section of the Fee Schedule.
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    The MIAX PEARL API Testing and Certification fees for non-Members 
are based upon the type of interface used by the non-Member to connect 
to the Exchange--the FIX Interface, the MEO Interface, the FXD 
Interface, and/or the CTD Port. Any non-Member can select any type of 
interface (FIX Interface, MEO Interface, FXD Interface, and/or the CTD 
Port) to test and certify. As with Members, an API makes it possible 
for third party vendors' and Service Bureaus' software to communicate 
with MIAX PEARL software applications, and is subject to testing with, 
and certification by, MIAX PEARL. The higher fee charged to non-Members 
reflects the greater amount of time spent by MIAX PEARL employees 
testing and certifying non-Members. It has been MIAX PEARL's experience 
that Member testing takes less time than non-Member testing because 
Members have more experience testing these systems with exchanges; 
generally fewer questions and issues arise during the testing and 
certification process. Also, because Third Party Vendors and Service 
Bureaus are redistributing data and reselling services to other Members 
and market participants, the number and types of scenarios that need to 
be tested are more numerous and complex than those tested and certified 
for a single Member.
    Each non-Member who uses the FIX Interface to connect to the System 
will be assessed an API Testing and Certification fee of $1,200. Each 
non-Member who uses the MEO Interface to connect to the System will be 
assessed an API Testing and Certification fee of $2,000. Each non-
Member who uses the FXD Interface to connect to the system will be 
assessed an API Testing and Certification fee of $600. Each non-Member 
who uses the CTD Port to connect to the system will be assessed an API 
Testing and Certification fee of $600.
    Below is the proposed fee table for API Testing and Certification 
fees for non-Members:

------------------------------------------------------------------------
                                                            API testing
                                                                and
                    Type of interface                      certification
                                                                fee
------------------------------------------------------------------------
FIX.....................................................       $1,200.00
MEO.....................................................        2,000.00
FXD.....................................................          600.00
CTD.....................................................          600.00
------------------------------------------------------------------------

    API Testing and Certification Fees for Third Party Vendors, Service 
Bureaus and other non-Members will be assessed (i) initially per API 
for FIX, MEO, FXD, and CTD in the month the non-Member has been 
credentialed to use one or more ports in the production environment for 
the tested API, and (ii) each time a Third Party Vendor, Service 
Bureau, or other non-Member initiates a change to its system that 
requires testing and certification. API Testing and Certification Fees 
will not be assessed in situations where the Exchange initiates a 
mandatory change to the Exchange's system that requires testing and 
certification.
D. MPID Fees
    MIAX PEARL will assess monthly MPID fees on Members based upon type 
of MPID. MIAX PEARL assesses MPID

[[Page 14986]]

fees to cover the administrative costs it incurs in assigning and 
managing these identifiers for each Member. Members will be assessed a 
monthly MPID fee of $125 for each FIX MPID. Members will be assessed a 
monthly MPID fee of $125 for each MEO MPID. MPIDs allow the Exchange to 
provide additional services to its Members, including reporting, 
monitoring and risk protection services, down at the MPID level. MPIDs 
provide the Members the ability to segment their business operations in 
a manner that can be tailored to their business needs, as well as 
receive certain additional administrative and operational services 
provided by the Exchange.
    The Exchange also proposes to introduce a cap on the amount of MPID 
fees that are assessed by the Exchange to a Member of $500 per month, 
regardless of the actual number of EEM or MEO MPIDs assigned to such 
Member. The Exchange believes that establishing a monthly cap on MPID 
fees will give Members greater flexibility to accommodate their varying 
business models and customer configurations, as many Members often 
request multiple MPIDs from the Exchange, and the Exchange does not 
want MPID costs to serve as a barrier for requesting multiple MPIDs. 
The Exchange notes that this fee cap is similar to the MPID fee cap 
assessed by the Exchange's affiliate, MIAX Options.\22\
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    \22\ See Securities Exchange Act Release No. 82823 (March 7, 
2018), 83 FR 10935 (March 13, 2018) (SR-MIAX-2018-09).
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    Below is the proposed MPID fee table:

------------------------------------------------------------------------
                                                           Monthly MPID
                      Type of MPID                             fees
------------------------------------------------------------------------
FIX MPID................................................         $125.00
MEO MPID................................................          125.00
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    MPID fees are capped at $500.00 per month per Member.
E. New Member Non-Transaction Fee Waiver
    The Exchange proposes to remove the New Member Non-Transaction Fee 
Waiver from the Fee Schedule. The New Member Non-Transaction Fee Waiver 
waived the assessment of a fee for a Trading Permit, Port, ToM or PLF 
market data feed for a new Member of the Exchange for the first 
calendar month during which the new Member was approved as a Member and 
was credentialed to use the System in the production environment, and 
for the two (2) subsequent calendar months thereafter.\23\
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    \23\ See the Definitions Section of the Fee Schedule.
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    The Exchange initially waived certain non-transaction fees for new 
Members in order to attract new business and encourage Members to use 
the Exchange. The Exchange now believes that the New Member Non-
Transaction Fee Waiver is no longer necessary since the MIAX PEARL 
market is established and MIAX PEARL no longer needs to rely on such 
waivers to attract market participants.
    The Exchange notes that any Member who began receiving the New 
Member Non-Transaction Fee Waiver prior to the filing of this proposal, 
will continue to receive that benefit for the first calendar month 
during which they were approved as a Member and were credentialed to 
use the System in the production environment, and for the two (2) 
subsequent calendar months thereafter.
    The Exchange has issued a Regulatory Circular announcing the 
establishment of the aforementioned fees that were subject to the 
Waiver Period at least 15 days prior to the termination of the Waiver 
Period and effective date of the applicable fee.
2. Statutory Basis
    The Exchange believes that its proposal to amend its Fee Schedule 
is consistent with Section 6(b) of the Act \24\ in general, and 
furthers the objectives of Section 6(b)(4) of the Act \25\ in 
particular, in that it is an equitable allocation of reasonable dues, 
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 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.
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    \24\ 15 U.S.C. 78f(b).
    \25\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the proposed change to eliminate the 
waiver of the non-transaction fees described above is reasonable 
because the Exchange no longer believes it is necessary to waive these 
fees to attract market participants to the MIAX PEARL market since this 
market is now established and MIAX PEARL no longer needs to rely on 
such waivers to attract market participants. The Exchange believes that 
the proposed changes are equitable and not unfairly discriminatory 
because the elimination of the non-transaction fees will uniformly 
apply to all Exchange participants based on market participant type.
    The Exchange believes its one-time membership application fees are 
reasonable, equitable and not unfairly discriminatory. As described 
above, the one-time application fees are similar and generally lower 
than application fees in place at other options exchanges,\26\ and are 
designed to recover costs associated with the processing of such 
applications. The Exchange believes that it is reasonable, equitable, 
and not unfairly discriminatory that Market Maker applicants are 
charged slightly more than EEM applicants because of the additional 
work involved in processing a Market Maker's application.
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    \26\ See supra notes 13 and 14.
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    The Exchange believes it is reasonable, equitable, and not unfairly 
discriminatory to begin to assess API Testing and Certification fees 
for both Members and non-Members. The Exchange believes the proposed 
API Testing and Certification fees are a reasonable allocation of its 
costs and expenses among its Members and non-Members using its 
facilities since it is recovering the costs associated with providing 
such infrastructure testing and certification services.
    MIAX PEARL believes it is reasonable, equitable and not unfairly 
discriminatory to assess different API Testing and Certification fees 
to Members and non-Members. The higher fee charged to non-Members 
reflects the greater amount of time spent by MIAX PEARL employees 
testing and certifying non-Members. It has been MIAX PEARL's experience 
that Member testing takes less time than non-Member testing because 
Members have more experience testing these systems with exchanges; 
generally fewer questions and issues arise during the testing and 
certification process. Also, with respect to API testing and 
certification, because Third Party Vendors and Service Bureaus are 
redistributing data and reselling services to other Members and market 
participants the number and types of scenarios that need to be tested 
are more numerous and complex than those tested and certified for 
Members.
    The Exchange believes its fees for MPIDs are reasonable, equitable 
and not unfairly discriminatory in that they apply to all Members 
assigned MPIDs equally and allow the Exchange to recover administrative 
and operational costs in assigning and maintaining such services. In 
particular, MPIDs provide Members the ability to segment their

[[Page 14987]]

business operations in a manner that can be tailored to their business 
needs, as well as receive certain additional administrative and 
operational services provided by the Exchange. The Exchange also 
believes that the proposed amendment to establish a fee cap for Members 
on MPID fees is reasonable, equitable, and not unfairly discriminatory. 
The proposal to cap the total amount of MPID fees that can be assessed 
upon a Member to a maximum of $500 per month is designed to promote 
just and equitable principles of trade by encouraging Members to 
configure their MPID assignments with greater granularity and for MPID 
costs to not serve as a barrier for requesting multiple MPIDs. Because 
any Member is eligible to take advantage of the fee cap, the Exchange 
believes the fee cap is fair and equitable and not unreasonably 
discriminatory because it applies equally to all Members, and access to 
such fee cap is offered on terms that are not unfairly discriminatory.
    The Exchange believes that the proposed amendment to remove the New 
Member Non-Transaction Fee Waiver is reasonable, equitable, and not 
unfairly discriminatory because the removal of the New Member Non-
Transaction Fee Waiver applies equally to all new Members of the 
Exchange. The Exchange initially waived certain non-transaction fees 
for new Members in order to attract new business and encourage Members 
to join the Exchange. The Exchange believes that the New Member Non-
Transaction Fee Waiver is no longer necessary since the MIAX PEARL 
market is established and MIAX PEARL no longer relies on such waivers 
to attract market participants. Further, the proposed rule change will 
not apply to any new Member who began receiving the New Member Non-
Transaction Fee Waiver prior to the filing of this proposal and will 
continue to receive that benefit for the first calendar month during 
which they were approved as a Member and were credentialed to use the 
System in the production environment, and for the two (2) subsequent 
calendar months thereafter.
    Finally, 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. In such an environment, the Exchange must continually adjust 
its fees to remain competitive with other exchanges. The Exchange 
believes that the proposed changes reflect this competitive 
environment.

B. Self-Regulatory Organization's Statement on Burden on Competition

    MIAX PEARL 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. Unilateral action by MIAX PEARL 
in the assessment of certain non-transaction fees for services provided 
to its Members and others using its facilities will not have an impact 
on competition. As a more recent entrant in the already highly 
competitive environment for equity options trading, MIAX PEARL does not 
have the market power necessary to set prices for services that are 
unreasonable or unfairly discriminatory in violation of the Act. MIAX 
PEARL's proposed non-transaction fee levels, as described herein, are 
comparable to fee levels charged by other options exchanges for the 
same or similar services, including those fees assessed by its 
affiliate, MIAX Options.
    Further, the Exchange believes that the proposed rule change will 
promote transparency by making it clear to Members and non-Members the 
applicable fees that MIAX PEARL will assess for application for 
membership to MIAX PEARL, API testing and certification, and MPID fees, 
as well as the cap on MPID fees for EEMs. This will permit Members and 
non-Members to more accurately anticipate and account for non-
transactional costs, which promotes consistency.
    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. In such an 
environment, the Exchange must continually adjust its fees and fee 
waivers 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,\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

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-PEARL-2019-12 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-2019-12. 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

[[Page 14988]]

submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-PEARL-2019-12 and should be 
submitted on or before May 3, 2019.

    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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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-07238 Filed 4-11-19; 8:45 am]
 BILLING CODE 8011-01-P


