[Federal Register Volume 87, Number 179 (Friday, September 16, 2022)]
[Notices]
[Pages 56990-56994]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-20038]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-95741; File No. SR-PEARL-2022-36]


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

September 12, 2022.
    Pursuant to the provisions of Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice 
is hereby given that on September 1, 2022, MIAX PEARL, LLC (``MIAX 
Pearl'' or ``Exchange'') filed with the Securities and Exchange 
Commission (``SEC'' or ``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 fee schedule (the 
``Fee Schedule'') applicable to MIAX Pearl Equities, an equities 
trading facility of the Exchange.
    The text of the proposed rule change is available on the Exchange's 
website at http://www.miaxoptions.com/rule-filings/pearl at MIAX 
Pearl's principal office, and at the Commission's Public Reference 
Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the Fee Schedule applicable to MIAX 
Pearl Equities to: (1) increase the rebate for executions of all orders 
in securities priced below $1.00 per share that add displayed and non-
displayed liquidity to the Exchange; and (2) increase the fee for 
executions of all orders in securities priced below $1.00 per share 
that remove liquidity from the Exchange.
Increase Standard Rebates for Added Liquidity in Securities Priced 
Below $1.00 per Share
    The Exchange proposes to amend Section (1)(a) of the Fee Schedule, 
Standard Rates, to increase the standard rebates for executions of all 
orders in securities priced below $1.00 per share that add displayed 
and non-displayed liquidity to the Exchange. Currently, the Exchange 
provides a standard rebate of (0.05%) \3\ of the total dollar value of 
any transaction in securities priced below $1.00 that add displayed or 
non-displayed liquidity to MIAX Pearl Equities. This rebate applies to 
all Equity Members,\4\ including those that qualify for any of the 
Exchange's pricing tiers. These rebates are described in Section (1)(b) 
of the Fee Schedule, Liquidity Indicator Codes and Associated Fees. 
Liquidity Indicator Codes ``AA,'' ``AB,'' ``AC,'' and ``AR'' apply to 
the standard rebate for executions of all orders in securities priced 
below $1.00 per share that add displayed liquidity to the Exchange and 
Liquidity Indicator Codes ``Aa,'' ``Ab,'' ``Ac,'' ``Ap,'' and ``Ar'' 
apply to the standard rebate for executions of all

[[Page 56991]]

orders in securities priced below $1.00 per share that add non-
displayed liquidity to the Exchange.
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    \3\ Rebates are indicated by parentheses on the Fee Schedule. 
See Fee Schedule, General Notes.
    \4\ The term ``Equity Member'' means a Member authorized by the 
Exchange to transact business on MIAX Pearl Equities. See Exchange 
Rule 1901.
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    The Exchange now proposes to increase the standard rebate from 
(0.05%) to (0.10%) of the total dollar value of any transaction for 
executions of all orders in securities priced below $1.00 per share 
that add displayed or non-displayed liquidity to the Exchange and make 
the corresponding changes to the applicable Liquidity Indicator Codes. 
The purpose of increasing the rebate for executions of all orders in 
securities priced below $1.00 per share that add displayed or non-
displayed liquidity to the Exchange is to incentivize Equity Members to 
submit additional orders that add displayed and non-displayed liquidity 
in sub-dollar volume to the Exchange. The Exchange notes that overall 
volumes in sub-dollar securities in the U.S. equities markets have had 
significant increases at certain times; however, the Exchange's volumes 
in these securities have been disproportionately lower than certain 
other venues, relative to the overall market share of the Exchange and 
such other venues, during these times. Thus, the Exchange's proposal to 
increase the rebate for executions of all orders in securities priced 
below $1.00 per share that add displayed and non-displayed liquidity to 
the Exchange is designed to encourage the submission of additional 
orders in sub-dollar securities in order to bring the Exchange's 
volumes in such securities in line with its overall market share in a 
manner that deepens liquidity and promotes price discovery to the 
benefit of all Equity Members. These proposed changes will also align 
the Exchange's rebates for such securities with that of at least one 
other competing exchange.\5\
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    \5\ See MEMX Fee Schedule, Fee/(Rebate)--Securities below $1.00 
(``B''), available at https://info.memxtrading.com/fee-schedule/ 
(last visited August 30, 2022); see also Securities Exchange Act 
Release No. 95433 (August 5, 2022), 87 FR 49620 (August 11, 2022) 
(SR-MEMX-2022-22) (increasing the rebate for all executions of Added 
Displayed Sub-Dollar Volume to 0.10% of the total dollar value of 
the transaction).
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Increase Standard Fee for Removing Liquidity in Securities Priced Below 
$1.00 per Share
    Next, the Exchange proposes to increase the standard fee charged 
for executions of all orders in securities priced below $1.00 per share 
that remove liquidity from the Exchange. Currently, the Exchange 
charges a standard fee of 0.05% of the total dollar value of any 
transaction in securities priced below $1.00 that removes liquidity 
from MIAX Pearl Equities. The Exchange now proposes to increase the 
standard fee charged for executions of all orders in securities priced 
below $1.00 per share that remove liquidity from the Exchange from 
0.05% to 0.20% of the total dollar value.\6\ Liquidity Indicator Codes 
``RA,'' ``Ra,'' ``RB,'' ``Rb,'' ``RC,'' ``Rc,'' ``RR,'' and ``Rr'' 
apply to the standard fee for executions of all orders in securities 
priced below $1.00 per share that remove liquidity from the Exchange. 
The Exchange proposes to make the corresponding changes to the 
applicable Liquidity Indicator Codes.
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    \6\ The proposed pricing is referred to by the Exchange on the 
Fee Schedule under the existing description ``Removing Liquidity'' 
in Section (1)(a), Standard Rates.
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    The purpose of increasing the standard fee charged for executions 
of all orders in securities priced below $1.00 per share that remove 
liquidity from the Exchange is for business and competitive reasons. 
The Exchange believes that increasing such fee as proposed would 
generate additional revenue to offset some of the costs associated with 
the Exchange's proposed pricing structure, which provides various 
rebates for liquidity-adding orders and discounted fees for liquidity-
removing orders, and the Exchange's operations generally, in a manner 
that is consistent with the Exchange's overall pricing philosophy of 
encouraging added liquidity. The Exchange notes that despite the modest 
increase proposed herein, the Exchange's proposed standard fee for 
executions of all orders in securities priced below $1.00 per share 
that remove liquidity from the Exchange (0.20% of the total dollar 
value) remains competitive with the standard fee to remove liquidity in 
securities priced below $1.00 per share charged by other equity 
exchanges.\7\
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    \7\ See MEMX Fee Schedule, Fee Code ``R,'' supra note 4 
(charging a standard fee of 0.25% of the total dollar value to 
remove liquidity in securities priced below $1.00 per share); see 
also Cboe BZX Equities Fee Schedule, Standard Rates, available at 
https://www.cboe.com/us/equities/membership/fee_schedule/bzx/) (last 
visited August 30, 2022) (charging a standard fee of 0.30% of total 
dollar value to remove liquidity in securities priced below $1.00 
per share).
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Conforming Changes to Liquidity Indicator Codes and Associated Fees 
Table
    In conjunction with the Exchange's proposal to (1) increase the 
rebate for executions of all orders in securities priced below $1.00 
per share that add displayed and non-displayed liquidity to the 
Exchange and (2) increase the fee for executions of all orders in 
securities priced below $1.00 per share that remove liquidity from the 
Exchange, the Exchange proposes to update the Liquidity Indicator Codes 
and Associated Fees table to reflect the aforementioned changes. The 
Exchange proposes to update the liquidity indicator codes as follows:
     Liquidity indicator code AA, Adds Liquidity, Displayed 
Order (Tape A). The Liquidity Indicator Code and Associated Fees table 
would specify that orders that yield liquidity indicator code AA would 
receive a rebate of $0.0029 per share in securities priced at or above 
$1.00 and 0.10% of the transaction's dollar value in securities priced 
below $1.00.
     Liquidity indicator code AB, Adds Liquidity, Displayed 
Order (Tape B). The Liquidity Indicator Code and Associated Fees table 
would specify that orders that yield liquidity indicator code AB would 
receive a rebate of $0.0029 per share in securities priced at or above 
$1.00 and 0.10% of the transaction's dollar value in securities priced 
below $1.00.
     Liquidity indicator code AC, Adds Liquidity, Displayed 
Order (Tape C). The Liquidity Indicator Code and Associated Fees table 
would specify that orders that yield liquidity indicator code AC would 
receive a rebate of $0.0029 per share in securities priced at or above 
$1.00 and 0.10% of the transaction's dollar value in securities priced 
below $1.00.
     Liquidity indicator code AR, Retail Order, Adds Liquidity, 
Displayed Order (All Tapes). The Liquidity Indicator Code and 
Associated Fees table would specify that orders that yield liquidity 
indicator code AR would receive a rebate of $0.0037 per share in 
securities priced at or above $1.00 and 0.10% of the transaction's 
dollar value in securities priced below $1.00.
     Liquidity indicator code Aa, Adds Liquidity, Non-Displayed 
Order (Tape A). The Liquidity Indicator Code and Associated Fees table 
would specify that orders that yield liquidity indicator code Aa would 
receive a rebate of $0.0021 per share in securities priced at or above 
$1.00 and 0.10% of the transaction's dollar value in securities priced 
below $1.00.
     Liquidity indicator code Ab, Adds Liquidity, Non-Displayed 
Order (Tape B). The Liquidity Indicator Code and Associated Fees table 
would specify that orders that yield liquidity indicator code Ab would 
receive a rebate of $0.0021 per share in securities priced at or above 
$1.00 and 0.10% of the transaction's dollar value in securities priced 
below $1.00.
     Liquidity indicator code Ac, Adds Liquidity, Non-Displayed 
Order (Tape

[[Page 56992]]

C). The Liquidity Indicator Code and Associated Fees table would 
specify that orders that yield liquidity indicator code Ac would 
receive a rebate of $0.0021 per share in securities priced at or above 
$1.00 and 0.10% of the transaction's dollar value in securities priced 
below $1.00.
     Liquidity indicator code Ap, Adds Liquidity and Executes 
at the Midpoint, Non-Displayed Midpoint Peg Order (All Tapes). The 
Liquidity Indicator Code and Associated Fees table would specify that 
orders that yield liquidity indicator code Ap would receive a rebate of 
$0.0021 per share in securities priced at or above $1.00 and 0.10% of 
the transaction's dollar value in securities priced below $1.00.
     Liquidity indicator code Ar, Retail Order, Adds Liquidity, 
Non-Displayed Order (All Tapes). The Liquidity Indicator Code and 
Associated Fees table would specify that orders that yield liquidity 
indicator code Ar would receive a rebate of $0.0021 per share in 
securities priced at or above $1.00 and 0.10% of the transaction's 
dollar value in securities priced below $1.00.
     Liquidity indicator code RA, Removes Liquidity, Displayed 
Order (Tape A). The Liquidity Indicator Code and Associated Fees table 
would specify that orders that yield liquidity indicator code RA would 
be subject to a fee of $0.0029 per share in securities priced at or 
above $1.00 and 0.20% of the transaction's dollar value in securities 
priced below $1.00.
     Liquidity indicator code RB, Removes Liquidity, Displayed 
Order (Tape B). The Liquidity Indicator Code and Associated Fees table 
would specify that orders that yield liquidity indicator code RB would 
be subject to a fee of $0.0029 per share in securities priced at or 
above $1.00 and 0.20% of the transaction's dollar value in securities 
priced below $1.00.
     Liquidity indicator code RC, Removes Liquidity, Displayed 
Order (Tape C). The Liquidity Indicator Code and Associated Fees table 
would specify that orders that yield liquidity indicator code RC would 
be subject to a fee of $0.0029 per share in securities priced at or 
above $1.00 and 0.20% of the transaction's dollar value in securities 
priced below $1.00.
     Liquidity indicator code RR, Retail Order, Removes 
Liquidity, Displayed Order (All Tapes). The Liquidity Indicator Code 
and Associated Fees table would specify that orders that yield 
liquidity indicator code RR would be subject to a fee of $0.0029 per 
share in securities priced at or above $1.00 and 0.20% of the 
transaction's dollar value in securities priced below $1.00.
     Liquidity indicator code Ra, Removes Liquidity, Non-
Displayed Order (Tape A). The Liquidity Indicator Code and Associated 
Fees table would specify that orders that yield liquidity indicator 
code Ra would be subject to a fee of $0.0029 per share in securities 
priced at or above $1.00 and 0.20% of the transaction's dollar value in 
securities priced below $1.00.
     Liquidity indicator code Rb, Removes Liquidity, Non-
Displayed Order (Tape B). The Liquidity Indicator Code and Associated 
Fees table would specify that orders that yield liquidity indicator 
code Rb would be subject to a fee of $0.0029 per share in securities 
priced at or above $1.00 and 0.20% of the transaction's dollar value in 
securities priced below $1.00.
     Liquidity indicator code Rc, Removes Liquidity, Non-
Displayed Order (Tape C). The Liquidity Indicator Code and Associated 
Fees table would specify that orders that yield liquidity indicator 
code Rc would be subject to a fee of $0.0029 per share in securities 
priced at or above $1.00 and 0.20% of the transaction's dollar value in 
securities priced below $1.00.
     Liquidity indicator code Rr, Retail Order, Removes 
Liquidity, Non-Displayed Order (All Tapes). The Liquidity Indicator 
Code and Associated Fees table would specify that orders that yield 
liquidity indicator code Rr would be subject to a fee of $0.0029 per 
share in securities priced at or above $1.00 and 0.20% of the 
transaction's dollar value in securities priced below $1.00.
Implementation
    The Exchange proposes to implement the changes to the Fee Schedule 
pursuant to this proposal on September 1, 2022.
2. Statutory Basis
    The Exchange believes that its proposal to amend its Fee Schedule 
is consistent with Section 6(b) of the Act \8\ in general, and furthers 
the objectives of Section 6(b)(4) of the Act \9\ in particular, in that 
it is an equitable allocation of reasonable fees and other charges 
among its Equity Members and issuers and other persons using its 
facilities. The Exchange also believes that the proposed rule change is 
consistent with the objectives of Section 6(b)(5) \10\ requirements 
that the rules of an exchange be designed to prevent fraudulent and 
manipulative acts and practices, and 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, 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, particularly, is not 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(4).
    \10\ 15 U.S.C 78f(b)(5).
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    The Exchange operates in a highly fragmented and competitive market 
in which market participants can readily direct their order flow to 
competing venues if they deem fee levels at a particular venue to be 
excessive or incentives to be insufficient. More specifically, the 
Exchange is only one of sixteen registered equities exchanges, and 
there are a number of alternative trading systems and other off-
exchange venues, to which market participants may direct their order 
flow. Based on publicly available information, no single registered 
equities exchange currently has more than approximately 15-16% of the 
total market share of executed volume of equities trading.\11\ Thus, in 
such a low-concentrated and highly competitive market, no single 
equities exchange possesses significant pricing power in the execution 
of order flow, and the Exchange currently represents approximately 1% 
of the overall market share.\12\ The Commission and the courts have 
repeatedly expressed their preference for competition over regulatory 
intervention in determining prices, products, and services in the 
securities markets. In Regulation NMS, the Commission highlighted the 
importance of market forces in determining prices and SRO revenues and 
also recognized that current regulation of the market system ``has been 
remarkably successful in promoting market competition in its broader 
forms that are most important to investors and listed companies.'' \13\
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    \11\ See ``The Market at a Glance,'' available at https://www.miaxoptions.com/ (last visited August 30, 2022).
    \12\ See id.
    \13\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37499 (June 29, 2005).
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    The Exchange believes that the ever-shifting market share among the 
exchanges from month to month demonstrates that market participants can 
shift order flow or reduce use of certain categories of products, in 
response to new or different pricing structures being introduced into 
the market. Accordingly, competitive forces constrain the Exchange's 
transaction fees and rebates, and market participants can readily trade 
on

[[Page 56993]]

competing venues if they deem pricing levels at those other venues to 
be more favorable. The Exchange believes the proposal reflects a 
reasonable and competitive pricing structure designed to incentivize 
market participants to direct their order flow to the Exchange, which 
the Exchange believes would enhance liquidity and market quality to the 
benefit of all Members and market participants.
    The Exchange believes that the proposed increased rebate for 
executions of all orders in securities priced below $1.00 per share 
that add displayed and non-displayed liquidity to the Exchange is 
reasonable, equitable, and non-discriminatory because it would further 
incentivize Equity Members to submit displayed and non-displayed 
liquidity-adding orders in sub-dollar securities to the Exchange. The 
Exchange believes that this would deepen liquidity and promote price 
discovery in such securities to the benefit of all Equity Members, and 
such rebates would continue to apply equally to all Equity Members. The 
Exchange further believes that the proposed increased rebate is 
reasonable because at least one other exchange provides rebates for 
executions of liquidity-adding orders in sub-dollar securities that are 
lower than, equal to, and higher than the proposed rebate.\14\
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    \14\ See supra note 5; see also NYSE Arca Equities Fee Schedule, 
III. Standard Rates--Transactions, available at https://www.nyse.com/markets/nyse-arca/trading-info#trading-fees (last 
visited August 30, 2022) (providing a standard rebate of 0.0% of the 
total dollar value of the transaction for liquidity-adding 
transactions in securities priced below $1.00 per share, and tiered 
rebates for such transactions ranging from 0.05% to 0.15% of the 
total dollar value of the transaction based on a participant 
achieving certain volume thresholds).
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    The Exchange believes that the proposed change to increase the 
standard fee for executions of all orders in securities priced below 
$1.00 per share that remove liquidity from the Exchange is reasonable, 
equitable, and consistent with the Act because such a change is 
designed to generate additional revenue and decrease the Exchange's 
expenditures with respect to transaction pricing in order to offset 
some of the costs associated with the various rebates provided by the 
Exchange for liquidity-adding orders and the Exchange's operations 
generally, in a manner that is consistent with the Exchange's overall 
pricing philosophy of encouraging added liquidity, as described above. 
The Exchange also believes the proposed increased standard fee for 
executions of all orders in securities priced below $1.00 per share 
that remove liquidity is reasonable and not unfairly discriminatory 
because it represents a modest increase from the current standard fee. 
Further, even with the proposed increase, the Exchange's standard fee 
for executions of all orders in securities priced below $1.00 per share 
that remove liquidity remains lower than, or similar to, the standard 
fee to remove liquidity in securities priced below $1.00 per share 
charged by competing equities exchanges.\15\ The Exchange further 
believes that the proposal to increase the standard fee for executions 
of all orders in securities priced below $1.00 per share that remove 
liquidity from the Exchange is equitably allocated and not unfairly 
discriminatory because it will apply to all Equity Members.
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    \15\ See supra note 7; see also Cboe EDGX Equities Fee Schedule, 
Standard Rates, available at https://www.cboe.com/us/equities/membership/fee_schedule/edgx/ (last visited August 30, 2022) 
(charging a standard fee of 0.30% of the dollar value to remove 
liquidity in securities priced below $1.00 per share).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed changes will impose 
any burden on competition not necessary or appropriate in furtherance 
of the purposes of the Act. The Exchange believes the proposed changes 
would encourage Equity Members to maintain or increase their order flow 
to the Exchange, thereby contributing to a deeper and more liquid 
market to the benefit of all market participants and enhancing the 
attractiveness of the Exchange as a trading venue. As a result, the 
Exchange believes the proposal would enhance its competitiveness as a 
market that attracts actionable orders, thereby making it a more 
desirable destination venue for its customers. For these reasons, the 
Exchange believes that the proposal furthers the Commission's goal in 
adopting Regulation NMS of fostering competition among orders, which 
promotes ``more efficient pricing of individual stocks for all types of 
orders, large and small.'' \16\
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    \16\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 47396 (June 29, 2005).
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Intramarket Competition
    As discussed above, the Exchange believes that the proposal would 
incentivize Equity Members to submit additional order flow, including 
displayed and non-displayed added liquidity in sub-dollar securities to 
the Exchange, thereby promoting price discovery and enhancing liquidity 
and market quality on the Exchange to the benefit of all Equity 
Members. Additionally, the Exchange believes this will enhance the 
attractiveness of the Exchange as a trading venue, which the Exchange 
believes, in turn, would continue to encourage market participants to 
direct additional order flow to the Exchange. Greater liquidity 
benefits all Equity Members by providing more trading opportunities and 
encourages Equity Members to send additional orders to the Exchange, 
thereby contributing to robust levels of liquidity, which benefits all 
market participants.
    The Exchange believes that the proposed change to increase the 
standard fee for executions of all orders in securities priced below 
$1.00 per share that remove liquidity from the Exchange will not impose 
any burden on intramarket competition because it represents a modest 
increase from the current standard fee and remains lower than, or 
similar to, the standard fee to remove liquidity in securities priced 
below $1.00 per share charged by competing equities exchanges.\17\ 
Further, the proposed increased standard removal fee will apply to all 
Equity Members. For the foregoing reasons, the Exchange believes the 
proposed changes would not impose any burden on intramarket competition 
that is not necessary or appropriate in furtherance of the purposes of 
the Act.
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    \17\ See supra notes 7 and 15.
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Intermarket Competition
    The Exchange believes its proposal will benefit competition as the 
Exchange operates in a highly competitive market. Equity Members have 
numerous alternative venues they may participate on and direct their 
order flow to, including fifteen other equities exchanges and numerous 
alternative trading systems and other off-exchange venues. As noted 
above, no single registered equities exchange currently has more than 
15-16% of the total market share of executed volume of equities 
trading. Thus, in such a low-concentrated and highly competitive 
market, no single equities exchange possesses significant pricing power 
in the execution of order flow. Moreover, the Exchange believes that 
the ever-shifting market share among the exchanges from month to month 
demonstrates that market participants can shift order flow in response 
to new or different pricing structures being introduced to the market. 
Accordingly, competitive forces constrain the Exchange's transaction 
fees and rebates generally, including with respect to executions of all 
orders in securities priced below $1.00 per share that

[[Page 56994]]

remove liquidity from the Exchange, and market participants can readily 
choose to send their orders to other exchanges and off-exchange venues 
if they deem fee levels at those other venues to be more favorable.
    As described above, the proposed changes are competitive proposals 
through which the Exchange is seeking to encourage additional order 
flow to the Exchange and to generate additional revenue to offset some 
of the costs associated with the Exchange's current pricing structure 
and its operations generally, and such proposed rates are comparable 
to, and competitive with, rates charged by other exchanges.\18\
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    \18\ See supra notes 5, 7, 14 and 15.
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    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.'' \19\ The fact 
that this market is competitive has also long been recognized by the 
courts. In NetCoalition v. Securities and Exchange Commission, the D.C. 
circuit stated: ``[n]o one disputes that competition for order flow is 
`fierce.' . . . As the SEC explained, `[i]n the U.S. national market 
system, buyers and sellers of securities, and the broker-dealers that 
act as their routing agents, have a wide range of choices of where to 
route orders for execution'; [and] `no exchange can afford to take its 
market share percentages for granted' because `no exchange possess a 
monopoly, regulatory or otherwise, in the execution of order flow from 
broker dealers' . . .''.\20\ Accordingly, the Exchange does not believe 
its proposed pricing changes impose any burden on competition that is 
not necessary or appropriate in furtherance of the purposes of the Act.
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    \19\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
    \20\ See 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,\21\ and Rule 19b-4(f)(2) \22\ 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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    \21\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \22\ 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-2022-36 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-2022-36. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-PEARL-2022-36 and should be submitted on 
or before October 7, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-20038 Filed 9-15-22; 8:45 am]
BILLING CODE 8011-01-P


