42.9% of each employee's time. The Exchange also allocated Human
Resources costs to provide physical connectivity to a limited subset of
personnel with ancillary functions related to establishing and
maintaining such connectivity (such as information security and finance
personnel), for which the Exchange allocated cost on an employee-by-
employee basis (i.e., only including those personnel who do support
functions related to providing physical connectivity) and then applied
a smaller allocation to such employees (less than 17%). The Exchange
notes that it and its affiliated markets have 184 employees and each
department leader has direct knowledge of the time spent by those spent
by each employee with respect to the various tasks necessary to operate
the Exchange. Specifically, twice a year and as needed with additional
new hires and new project initiatives, in consultation with employees
as needed, managers and department heads assign a percentage of time to
every employee and then allocate that time amongst the Exchange and its
affiliated markets to determine that market's individual Human
Resources expense. Then, again managers and department heads assign a
percentage of each employee's time allocated to the Exchange into
buckets including network connectivity, ports, market data, and other
exchange services. This process ensures that every employee is 100%
allocated, ensuring there is no double counting between the Exchange
and its affiliated markets.
    The estimates of Human Resources cost were therefore determined by
consulting with such department leaders, determining which employees
are involved in tasks related to providing physical connectivity, and
confirming that the proposed allocations were reasonable based on an
understanding of the percentage of their time such employees devote to
tasks related to providing physical connectivity. The Exchange notes
that senior level executives were only allocated Human Resources costs
to the extent the Exchange believed they are involved in overseeing
tasks related to providing physical connectivity. The Human Resources
cost was calculated using a blended rate of compensation reflecting
salary, equity and bonus compensation, benefits, payroll taxes, and
401(k) matching contributions.
Connectivity and Internet Services
    The Connectivity cost includes external fees paid to connect to
other exchanges and third parties, cabling and switches required to
operate the Exchange. The Connectivity line-item is more narrowly
focused on technology used to complete connections to the Exchange and
to connect to external markets. The Exchange notes that its
connectivity to external markets is required in order to receive market
data to run the Exchange's matching engine and basic operations
compliant with existing regulations, primarily Regulation NMS.
    The Exchange relies on various connectivity and content service
providers for connectivity and data feeds for the entire U.S. options
industry, as well as content, connectivity, and infrastructure services
for critical components of the network that are necessary to provide
and maintain its System Networks and access to its System Networks via
10Gb ULL connectivity. Specifically, the Exchange utilizes connectivity
and content service providers to connect to other national securities
exchanges, the

Options Price Reporting Authority (``OPRA''), and to receive market
data from other exchanges and market data providers. The Exchange
understands that these service providers provide services to most, if
not all, of the other U.S. exchanges and other market participants.
Connectivity and market data provided these service providers is
critical to the Exchanges daily operations and performance of its
System Networks to which market participants connect to via 10Gb ULL
connectivity. Without these services providers, the Exchange would not
be able to connect to other national securities exchanges, market data
providers, or OPRA and, therefore, would not be able to operate and
support its System Networks. The Exchange does not employ a separate
fee to cover its connectivity and content service provider expense and
recoups that expense, in part, by charging for 10Gb ULL connectivity.
Data Center
    Data Center costs includes an allocation of the costs the Exchange
incurs to provide physical connectivity in the third-party data centers
where it maintains its equipment (such as dedicated space, security
services, cooling and power). The Exchange notes that it does not own
the Primary Data Center or the Secondary Data Center, but instead,
leases space in data centers operated by third parties. The Exchange
has allocated a high percentage of the Data Center cost (60.6%) to
physical 10Gb ULL connectivity because the third-party data centers and
the Exchange's physical equipment contained therein is the most direct
cost in providing physical access to the Exchange. In other words, for
the Exchange to operate in a dedicated space with connectivity of
participants to a physical trading platform, the data centers are a
very tangible cost, and in turn, if the Exchange did not maintain such
a presence then physical connectivity would be of no value to market
participants.
External Market Data
    External Market Data includes fees paid to third parties, including
other exchanges, to receive and consume market data from other markets.
The Exchange included External Market Data fees to the provision of
10Gb ULL connectivity as such market data is necessary here to offer
certain services related to such connectivity, such as certain risk
checks that are performed prior to execution, and checking for other
conditions (e.g., re-pricing of orders to avoid lock or crossed
markets, trading collars). This allocation was included as part of the
internet Services cost described above.\133\ Thus, as market data from
other Exchanges is consumed at the matching engine level, (to which
10Gb ULL connectivity provides access to) in order to validate orders
before additional entering the matching engine or being executed, the
Exchange believes it is reasonable to allocate a small amount of such
costs to 10Gb ULL connectivity.
---------------------------------------------------------------------------

    \133\ This allocation may differ from MIAX Pearl Equities due to
the different amount of proprietary market data feeds the Exchange
purchases for its options and equities trading platforms. For
options, the Exchange primarily relies on data purchased from OPRA.
For equities, the Exchange does not solely rely on data purchased
from the consolidated tape plans (e.g., Nasdaq UTP, CTA, and CQ
plans), but rather purchases multiple proprietary market data feeds
from other equities exchanges. See, e.g., Exchange Rule 2613
(setting forth the data feeds the Exchange subscribes to for each
equities exchange and trading center).
---------------------------------------------------------------------------

Hardware and Software Maintenance and Licenses
    Hardware and Software Licenses includes hardware and software
licenses used to operate and monitor physical assets necessary to offer
physical connectivity to the Exchange.\134\
---------------------------------------------------------------------------

    \134\ This expense may be greater than the Exchange's affiliated
markets, specifically MIAX and MIAX Emerald, because, unlike MIAX
and MIAX Emerald, MIAX Pearl (the options and equities markets)
maintains an additional gateway to accommodate its member's access
and connectivity needs. This added gateway contributes to the
difference in allocations between the Exchange and MIAX and MIAX
Emerald.
---------------------------------------------------------------------------

Monthly Depreciation
    All physical assets and software, which also includes assets used
for testing and monitoring of Exchange infrastructure, were valued at
cost, depreciated or leased over periods ranging from three to five
years. Thus, the depreciation cost primarily relates to servers
necessary to operate the Exchange, some of which are owned by the
Exchange and some of which are leased by the Exchange in order to allow
efficient periodic technology refreshes. As noted above, the Exchange
allocated 58.2% of all depreciation costs to providing physical 10Gb
ULL connectivity. The Exchange notes, however, that it did not allocate
depreciation costs for any depreciated software necessary to operate
the Exchange to physical connectivity, as such software does not impact
the provision of physical connectivity. The Exchange also notes that
this allocation differs from its affiliated markets due to a number of
factors, such as the age of physical assets and software (e.g., older
physical assets and software were previously depreciated and removed
from the allocation), or certain system enhancements that required new
physical assets and software, thus providing a higher contribution to
the depreciated cost.
Allocated Shared Expenses
    Finally, a limited portion of general shared expenses was allocated
to overall physical connectivity costs as without these general shared
costs the Exchange would not be able to operate in the manner that it
does and provide physical connectivity. The costs included in general
shared expenses include general expenses of the Exchange, including
office space and office expenses (e.g., occupancy and overhead
expenses), utilities, recruiting and training, marketing and
advertising costs, professional fees for legal, tax and accounting
services (including external and internal audit expenses), and
telecommunications costs. The Exchange notes that the cost of paying
directors to serve on its Board of Directors is also included in the
Exchange's general shared expenses.\135\ The Exchange notes that the
49.2% allocation of general shared expenses for physical 10Gb ULL
connectivity is higher than that allocated to general shared expenses
for Full Service MEO Ports based on its allocation methodology that
weighted costs attributable to each Core Service based on an
understanding of each area. While physical connectivity has several
areas where certain tangible costs are heavily weighted towards
providing such service (e.g., Data Centers, as described above), Full
Service MEO Ports do not require as many broad or indirect resources as
other Core Services. The total monthly cost for 10Gb ULL connectivity
of $963,959 was divided by the number of physical 10Gb ULL connections
the Exchange maintained at the time that proposed pricing was
determined (108), to arrive at a cost of approximately $8,925 per
month, per physical 10Gb ULL connection.
---------------------------------------------------------------------------

    \135\ The Exchange notes that MEMX allocated a precise amount of
10% of the overall cost for directors to providing physical
connectivity. The Exchange does not calculate is expenses at that
granular a level. Instead, director costs are included as part of
the overall general allocation.
---------------------------------------------------------------------------

Costs Related to Offering Full Service MEO Ports
    The following chart details the individual line-item costs
considered by the Exchange to be related to offering Full Service MEO
Ports as well as the percentage of the Exchange's overall costs such
costs represent for such area (e.g., as set forth below, the Exchange
allocated approximately 8.3% of its

overall Human Resources cost to offering Full Service MEO Ports).
---------------------------------------------------------------------------

    \136\ See supra note 131 (describing rounding of Annual Costs).
    \137\ See supra note 132 (describing rounding of Monthly Costs
based on Annual Costs).

----------------------------------------------------------------------------------------------------------------
                                                                                Monthly cost
                       Cost drivers                         Annual cost \136\        \137\           % of all
----------------------------------------------------------------------------------------------------------------
Human Resources...........................................         $1,159,831            $96,653             8.3
Connectivity (external fees, cabling, switches, etc.).....              1,589                132             1.4
Internet Services, including External Market Data.........              6,033                503             1.4
Data Center...............................................             41,881              3,490             3.4
Hardware and Software Maintenance and Licenses............             22,438              1,870             1.4
Depreciation..............................................            127,986             10,666             3.9
Allocated Shared Expenses.................................            284,374             23,698             3.6
                                                           -----------------------------------------------------
    Total.................................................          1,644,132            137,012             5.8
----------------------------------------------------------------------------------------------------------------

Human Resources
    With respect to Full Service MEO Ports, the Exchange calculated
Human Resources cost by taking an allocation of employee time for
employees whose functions include providing Full Service MEO Ports and
maintaining performance thereof (including a broader range of employees
such as technical operations personnel, market operations personnel,
and software engineering personnel) as well as a limited subset of
personnel with ancillary functions related to maintaining such
connectivity (such as sales, membership, and finance personnel). Just
as described above for 10Gb ULL connectivity, the estimates of Human
Resources cost were again determined by consulting with department
leaders, determining which employees are involved in tasks related to
providing application sessions and maintaining performance thereof, and
confirming that the proposed allocations were reasonable based on an
understanding of the percentage of their time such employees devote to
tasks related to providing application sessions and maintaining
performance thereof. The Exchange notes that senior level executives
were only allocated Human Resources costs to the extent the Exchange
believed they are involved in overseeing tasks related to providing
application sessions and maintaining performance thereof. The Human
Resources cost was again calculated using a blended rate of
compensation reflecting salary, equity and bonus compensation,
benefits, payroll taxes, and 401(k) matching contributions.
Connectivity and Internet Services
    The Connectivity cost includes external fees paid to connect to
other exchanges, cabling and switches, as described above. For purposes
of Full Service MEO Ports, the Exchange also includes a portion of its
costs related to External Market Data, as described below.
Data Center
    Data Center costs includes an allocation of the costs the Exchange
incurs to provide physical connectivity in the third-party data centers
where it maintains its equipment as well as related costs (the Exchange
does not own the Primary Data Center or the Secondary Data Center, but
instead, leases space in data centers operated by third parties).
External Market Data
    External Market Data includes fees paid to third parties, including
other exchanges, to receive and consume market data from other markets.
The Exchange included External Market Data fees to the provision of
application sessions as such market data is also necessary here (in
addition to physical connectivity) to offer certain services related to
such sessions, such as validating orders on entry against the national
best bid and national best offer and checking for other conditions
(e.g., whether a symbol is halted). This allocation was included as
part of the internet Services cost described above.\138\ Thus, as
market data from other Exchanges is consumed at the application session
level in order to validate orders before additional processing occurs
with respect to such orders, the Exchange believes it is reasonable to
allocate a small amount of such costs to application sessions.
---------------------------------------------------------------------------

    \138\ This allocation may differ from MIAX Pearl Equities due to
the different amount of proprietary market data feeds the Exchange
purchases for its options and equities trading platforms. For
options, the Exchange primarily relies on data purchased from OPRA.
For equities, the Exchange does not solely rely on data purchased
from the consolidated tape plans (e.g., Nasdaq UTP, CTA, and CQ
plans), but rather purchases multiple proprietary market data feeds
from other equities exchanges. See, e.g., Exchange Rule 2613
(setting forth the data feeds the Exchange subscribes to for each
equities exchange and trading center). The Exchange separately notes
that MEMX separately allocated 7.5% of its external market data
costs to providing physical connectivity.
---------------------------------------------------------------------------

Hardware and Software Maintenance and Licenses
    Hardware and Software Licenses includes hardware and software
licenses used to monitor the health of the order entry services
provided by the Exchange, as described above.
Monthly Depreciation
    All physical assets and software, which also includes assets used
for testing and monitoring of order entry infrastructure, were valued
at cost, depreciated or leased over periods ranging from three to five
years. Thus, the depreciation cost primarily relates to servers
necessary to operate the Exchange, some of which is owned by the
Exchange and some of which is leased by the Exchange in order to allow
efficient periodic technology refreshes. The Exchange allocated 3.9% of
all depreciation costs to providing Full Service MEO Ports. In contrast
to physical connectivity, described above, the Exchange did allocate
depreciation costs for depreciated software necessary to operate the
Exchange to Full Service MEO Ports because such software is related to
the provision of such connectivity. The Exchange also notes that this
allocation differs from its affiliated markets due to a number of
factors, such as the age of physical assets and software (e.g., older
physical assets and software were previously depreciated and removed
from the allocation), or certain system enhancements that required new
physical assets and software, thus providing a higher contribution to
the depreciated cost.
Allocated Shared Expenses
    Finally, a limited portion of general shared expenses was allocated
to overall

Full Service MEO Ports costs as without these general shared costs the
Exchange would not be able to operate in the manner that it does and
provide application sessions. The costs included in general shared
expenses include general expenses of the Exchange, including office
space and office expenses (e.g., occupancy and overhead expenses),
utilities, recruiting and training, marketing and advertising costs,
professional fees for legal, tax and accounting services (including
external and internal audit expenses), and telecommunications costs.
The Exchange again notes that the cost of paying directors to serve on
its Board of Directors is included in the calculation of Allocated
Shared Expenses, and thus a portion of such overall cost amounting to
less than 4.0% of the overall cost for directors was allocated to
providing Full Service MEO Ports. The Exchange notes that the 3.6%
allocation of general shared expenses for Full Service MEO Ports is
lower than that allocated to general shared expenses for physical
connectivity based on its allocation methodology that weighted costs
attributable to each Core Service based on an understanding of each
area. While Full Service MEO Ports have several areas where certain
tangible costs are heavily weighted towards providing such service
(e.g., Data Centers, as described above), 10Gb ULL connectivity
requires a broader level of support from Exchange personnel in
different areas, which in turn leads to a broader general level of cost
to the Exchange. The total monthly cost of $137,012 was divided by the
number of Full Service MEO Ports the Exchange maintained at the time
that proposed pricing was determined (20 total; 16 Full Service MEO
Port, Bulk, and 4 Full Service MEO Port, Single), to arrive at a cost
of approximately $6,851 per month, per Full Service MEO Port.
Cost Analysis--Additional Discussion
    In conducting its Cost Analysis, the Exchange did not allocate any
of its expenses in full to any core services (including physical
connectivity or Full Service MEO Ports) and did not double- count any
expenses. Instead, as described above, the Exchange allocated
applicable cost drivers across its core services and used the same Cost
Analysis to form the basis of this proposal and the filings the
Exchange submitted proposing fees for proprietary data feeds offered by
the Exchange. For instance, in calculating the Human Resources expenses
to be allocated to physical connections based upon the above described
methodology, the Exchange has a team of employees dedicated to network
infrastructure and with respect to such employees the Exchange
allocated network infrastructure personnel with a high percentage of
the cost of such personnel (42.9%) given their focus on functions
necessary to provide physical connections. The salaries of those same
personnel were allocated only 12.3% to Full Service MEO Ports and the
remaining 44.8% was allocated to 1Gb connectivity, other port services,
transaction services, membership services and market data. The Exchange
did not allocate any other Human Resources expense for providing
physical connections to any other employee group, outside of a smaller
allocation of 16.9% for 10Gb ULL connectivity or 17.3% for the entire
network, of the cost associated with certain specified personnel who
work closely with and support network infrastructure personnel. In
contrast, the Exchange allocated much smaller percentages of costs
(6.0% or less) across a wider range of personnel groups in order to
allocate Human Resources costs to providing Full Service MEO Ports.
This is because a much wider range of personnel are involved in
functions necessary to offer, monitor and maintain Full Service MEO
Ports but the tasks necessary to do so are not a primary or full-time
function.
    In total, the Exchange allocated 26.9% of its personnel costs to
providing physical connections and 8.3% of its personnel costs to
providing Full Service MEO Ports, for a total allocation of 35.2% Human
Resources expense to provide these specific connectivity services. In
turn, the Exchange allocated the remaining 64.8% of its Human Resources
expense to membership services, transaction services, other port
services and market data. Thus, again, the Exchange's allocations of
cost across core services were based on real costs of operating the
Exchange and were not double-counted across the core services or their
associated revenue streams.
    As another example, the Exchange allocated depreciation expense to
all core services, including physical connections and Full Service MEO
Ports, but in different amounts. The Exchange believes it is reasonable
to allocate the identified portion of such expense because such expense
includes the actual cost of the computer equipment, such as dedicated
servers, computers, laptops, monitors, information security appliances
and storage, and network switching infrastructure equipment, including
switches and taps that were purchased to operate and support the
network. Without this equipment, the Exchange would not be able to
operate the network and provide connectivity services to its Members
and non-Members and their customers. However, the Exchange did not
allocate all of the depreciation and amortization expense toward the
cost of providing connectivity services, but instead allocated
approximately 62.1% of the Exchange's overall depreciation and
amortization expense to connectivity services (58.2% attributed to 10Gb
ULL physical connections and 3.9% to Full Service MEO Ports). The
Exchange allocated the remaining depreciation and amortization expense
(approximately 37.9%) toward the cost of providing transaction
services, membership services, other port services and market data.
    The Exchange notes that its revenue estimates are based on
projections across all potential revenue streams and will only be
realized to the extent such revenue streams actually produce the
revenue estimated. The Exchange does not yet know whether such
expectations will be realized. For instance, in order to generate the
revenue expected from connectivity, the Exchange will have to be
successful in retaining existing clients that wish to maintain physical
connectivity and/or Full Service MEO Ports or in obtaining new clients
that will purchase such services. Similarly, the Exchange will have to
be successful in retaining a positive net capture on transaction fees
in order to realize the anticipated revenue from transaction pricing.
    The Exchange notes that the Cost Analysis is based on the
Exchange's 2023 fiscal year of operations and projections. It is
possible however that such costs will either decrease or increase. To
the extent the Exchange sees growth in use of connectivity services it
will receive additional revenue to offset future cost increases.
    However, if use of connectivity services is static or decreases,
the Exchange might not realize the revenue that it anticipates or needs
in order to cover applicable costs. Accordingly, the Exchange is
committing to conduct a one-year review after implementation of these
fees. The Exchange expects that it may propose to adjust fees at that
time, to increase fees in the event that revenues fail to cover costs
and a reasonable mark-up of such costs. Similarly, the Exchange would
propose to decrease fees in the event that revenue materially exceeds
our current projections. In addition, the Exchange will periodically
conduct a review to inform its decision making on whether a fee change
is appropriate (e.g., to monitor for costs increasing/decreasing

or subscribers increasing/decreasing, etc. in ways that suggest the
then-current fees are becoming dislocated from the prior cost-based
analysis) and would propose to increase fees in the event that revenues
fail to cover its costs and a reasonable mark-up, or decrease fees in
the event that revenue or the mark-up materially exceeds our current
projections. In the event that the Exchange determines to propose a fee
change, the results of a timely review, including an updated cost
estimate, will be included in the rule filing proposing the fee change.
More generally, we believe that it is appropriate for an exchange to
refresh and update information about its relevant costs and revenues in
seeking any future changes to fees, and the Exchange commits to do so.
Projected Revenue \139\
---------------------------------------------------------------------------

    \139\ For purposes of calculating revenue for 10Gb ULL
connectivity, the Exchange used projected revenues for February
2023, the first full month for which it will provide dedicated 10Gb
ULL connectivity to the Exchange and cease operating a shared 10Gb
ULL network with MIAX.
---------------------------------------------------------------------------

    The proposed fees will allow the Exchange to cover certain costs
incurred by the Exchange associated with providing and maintaining
necessary hardware and other network infrastructure as well as network
monitoring and support services; without such hardware, infrastructure,
monitoring and support the Exchange would be unable to provide the
connectivity services. Much of the cost relates to monitoring and
analysis of data and performance of the network via the subscriber's
connection(s). The above cost, namely those associated with hardware,
software, and human capital, enable the Exchange to measure network
performance with nanosecond granularity. These same costs are also
associated with time and money spent seeking to continuously improve
the network performance, improving the subscriber's experience, based
on monitoring and analysis activity. The Exchange routinely works to
improve the performance of the network's hardware and software. The
costs associated with maintaining and enhancing a state-of-the-art
exchange network is a significant expense for the Exchange, and thus
the Exchange believes that it is reasonable and appropriate to help
offset those costs by amending fees for connectivity services.
Subscribers, particularly those of 10Gb ULL connectivity, expect the
Exchange to provide this level of support to connectivity so they
continue to receive the performance they expect. This differentiates
the Exchange from its competitors. As detailed above, the Exchange has
five primary sources of revenue that it can potentially use to fund its
operations: transaction fees, fees for connectivity services,
membership and regulatory fees, and market data fees. Accordingly, the
Exchange must cover its expenses from these five primary sources of
revenue.
    The Exchange's Cost Analysis estimates the annual cost to provide
10Gb ULL connectivity services at $11,567,509. Based on current 10Gb
ULL connectivity services usage, the Exchange would generate annual
revenue of approximately $17,496,000. This represents a an estimated
profit margin of 34% when compared to the cost of providing 10Gb ULL
connectivity services, which will decrease over time.\140\ The
Exchange's Cost Analysis estimates the annual cost to provide Full
Service MEO Port services at $1,644,132. Based on current Full Service
MEO Port services usage, the Exchange would generate annual revenue of
approximately $1,644,000. This represents a small negative margin when
compared to the cost of providing Full Service MEO Port services, which
will decrease over time.\141\ Even if the Exchange earns those amounts
or incrementally more, the Exchange believes the proposed fees are fair
and reasonable because they will not result in excessive pricing that
deviates from that of other exchanges or supra-competitive profit, when
comparing the total expense of the Exchange associated with providing
10Gb ULL connectivity and Full Service MEO Port services versus the
total projected revenue of the Exchange associated with network 10Gb
ULL connectivity and Full Service MEO Port services.
---------------------------------------------------------------------------

    \140\ Assuming the U.S. inflation rate continues at its current
rate, the projected profit margins in this proposal will decrease
and may reach single to negative digit levels in approximately 18 to
24 months. See, e.g., https://www.usinflationcalculator.com/inflation/current-inflation-rates/ (last visited February 15, 2023).
    \141\ Id.
---------------------------------------------------------------------------

* * * * *
    The Exchange has operated at a cumulative net annual loss since it
launched operations in 2017.\142\ The Exchange has operated at a net
loss due to a number of factors, one of which is choosing to forgo
revenue by offering certain products, such as connectivity, at lower
rates than other options exchanges to attract order flow and encourage
market participants to experience the high determinism, low latency,
and resiliency of the Exchange's trading systems. The Exchange should
not now be penalized for seeking to raise its fees in light of
necessary technology changes and its increased costs after offering
such products as discounted prices. Therefore, the Exchange believes
the proposed fees are reasonable because they are based on both
relative costs to the Exchange to provide dedicated 10Gb ULL
connectivity and Full Service MEO Ports, the extent to which the
product drives the Exchange's overall costs and the relative value of
the product, as well as the Exchange's objective to make access to its
Systems broadly available to market participants. The Exchange also
believes the proposed fees are reasonable because they are designed to
generate annual revenue to recoup the Exchange's costs of providing
dedicated 10Gb ULL connectivity and Full Service MEO Ports.
---------------------------------------------------------------------------

    \142\ The Exchange has incurred a cumulative loss of $79 million
since its inception in 2017 to 2021. See Exchange's Form 1/A,
Application for Registration or Exemption from Registration as a
National Securities Exchange, filed July 28, 2021, available at
https://www.sec.gov/Archives/edgar/vprr/2100/21000461.pdf.
---------------------------------------------------------------------------

    The Exchange notes that its revenue estimate is based on
projections and will only be realized to the extent customer activity
actually produces the revenue estimated. As a competitor in the hyper-
competitive exchange environment, and an exchange focused on driving
competition, the Exchange does not yet know whether such projections
will be realized. For instance, in order to generate the revenue
expected from 10Gb ULL connectivity and Full Service MEO Ports, the
Exchange will have to be successful in retaining existing clients that
wish to utilize 10Gb ULL connectivity and Full Service MEO Ports and/or
obtaining new clients that will purchase such access. To the extent the
Exchange is successful in encouraging new clients to utilize 10Gb ULL
connectivity and Full Service MEO Ports, the Exchange does not believe
it should be penalized for such success. To the extent the Exchange has
mispriced and experiences a net loss in clients, the Exchange could
experience a net reduction in revenue. While the Exchange believes in
transparency around costs and potential revenue, the Exchange does not
believe that these estimates should form the sole basis of whether or
not a proposed fee is reasonable or can be adopted.
    The Exchange is owned by a holding company that is the parent
company of four exchange markets and, therefore, the Exchange and its
affiliated markets must allocate shared costs across all of those
markets accordingly, pursuant to the above-described allocation
methodology. In contrast, the Investors Exchange LLC (``IEX'') and
MEMX,

which are currently each operating only one exchange, in their recent
non-transaction fee filings can allocate the entire amount of that same
cost to a single exchange. This can result in lower profit margins for
the non-transaction fees proposed by IEX and MEMX because the single
allocated cost does not experience the efficiencies and synergies
associated with shared costs across multiple platforms. The Exchange
and its affiliated markets must share a single cost, which results in
cost efficiencies that cause a broader gap between the allocated cost
amount and projected revenue, even though the fee levels being proposed
are lower or similar to competing markets (as described above). To the
extent that the application of a cost-based standard results in
Commission Staff making determinations as to the appropriateness of
certain profit margins, the Commission Staff must consider whether the
proposed fee level is comparable to, or on parity with, the same fee
charged by competing exchanges and how different cost allocation
methodologies (such as across multiple markets) may result in different
profit margins for comparable fee levels. If it is the case that the
Commission Staff is making determinations as to appropriate profit
margins, the Exchange believes that Staff should be clear to all market
participants as to what they determine is an appropriate profit margin
and should apply such determinations consistently and, in the case of
certain legacy exchanges, retroactively, if such standards are to avoid
having a discriminatory effect.
    Further, the proposal reflects the Exchange's efforts to control
its costs, which the Exchange does on an ongoing basis as a matter of
good business practice. A potential profit margin should not be judged
alone based on its size, but is also indicative of costs management and
whether the ultimate fee reflects the value of the services provided.
For example, a profit margin on one exchange should not be deemed
excessive where that exchange has been successful in controlling its
costs, but not excessive where on another exchange where that exchange
is charging comparable fees but has a lower profit margin due to higher
costs. Doing so could have the perverse effect of not incentivizing
cost control where higher costs alone could be used to justify fees
increases.
The Proposed Pricing Is Not Unfairly Discriminatory and Provides for
the Equitable Allocation of Fees, Dues, and Other Charges
    The Exchange believes that the proposed fees are reasonable, fair,
equitable, and not unfairly discriminatory because they are designed to
align fees with services provided and will apply equally to all
subscribers.
10Gb ULL Connectivity
    The Exchange believes that the proposed fees are equitably
allocated among users of the network connectivity and port
alternatives, as the users of 10Gb ULL connections consume
substantially more bandwidth and network resources than users of 1Gb
ULL connection. Specifically, the Exchange notes that 10Gb ULL
connection users account for more than 99% of message traffic over the
network, driving other costs that are linked to capacity utilization,
as described above, while the users of the 1Gb ULL connections account
for less than 1% of message traffic over the network. In the Exchange's
experience, users of the 1Gb connections do not have the same business
needs for the high-performance network as 10Gb ULL users.
    The Exchange's high-performance network and supporting
infrastructure (including employee support), provides unparalleled
system throughput with the network ability to support access to several
distinct options markets. To achieve a consistent, premium network
performance, the Exchange must build out and maintain a network that
has the capacity to handle the message rate requirements of its most
heavy network consumers. These billions of messages per day consume the
Exchange's resources and significantly contribute to the overall
network connectivity expense for storage and network transport
capabilities. The Exchange must also purchase additional storage
capacity on an ongoing basis to ensure it has sufficient capacity to
store these messages to satisfy its record keeping requirements under
the Exchange Act.\143\ Thus, as the number of messages an entity
increases, certain other costs incurred by the Exchange that are
correlated to, though not directly affected by, connection costs (e.g.,
storage costs, surveillance costs, service expenses) also increase.
Given this difference in network utilization rate, the Exchange
believes that it is reasonable, equitable, and not unfairly
discriminatory that the 10Gb ULL users pay for the vast majority of the
shared network resources from which all market participants' benefit.
---------------------------------------------------------------------------

    \143\ 17 CFR 240.17a-1 (recordkeeping rule for national
securities exchanges, national securities associations, registered
clearing agencies and the Municipal Securities Rulemaking Board).
---------------------------------------------------------------------------

Full Service MEO Ports
    The tiered pricing structure for Full Service MEO Ports has been in
effect since 2018.\144\ The Exchange now proposes a pricing structure
that is used by the Exchange's affiliates, MIAX and MIAX Emerald,
except with lower pricing for each tier for Full Service MEO Ports
(Bulk) and a flat fee for Full Service MEO Ports (Single). Members that
are frequently in the highest tier for Full Service MEO Ports consume
the most bandwidth and resources of the network. Specifically, like
above for the 10Gb ULL connectivity, the Exchange notes that the Market
Makers who reach the highest tier for Full Service MEO Ports (Bulk)
account for approximately greater than 84% of ADV on the Exchange,
while Market Makers that are typically in the lowest Tier for Full
Service MEO Ports, account for approximately less than 14% of ADV on
the Exchange. The remaining 1% is accounted for by Market Makers who
are frequently in the middle Tier for Full Service MEO Ports (Bulk).
---------------------------------------------------------------------------

    \144\ See Securities Exchange Act Release No. 82867 (March 13,
2018), 83 FR 12044 (March 19, 2018) (SR-PEARL-2018-07).
---------------------------------------------------------------------------

    To achieve a consistent, premium network performance, the Exchange
must build out and maintain a network that has the capacity to handle
the message rate requirements of its most heavy network consumers.
Billions of messages per day consume the Exchange's resources and
significantly contribute to the overall network connectivity expense
for storage and network transport capabilities. The Exchange must also
purchase additional storage capacity on an ongoing basis to ensure it
has sufficient capacity to store these messages as part of it
surveillance program and to satisfy its record keeping requirements
under the Exchange Act.\145\ Thus, as the number of connections a
Market Maker has increases, the related pull on Exchange resources also
increases. The Exchange sought to design the proposed tiered-pricing
structure to set the amount of the fees to relate to the number of
connections a firm purchases. The more connections purchased by a
Market Maker likely results in greater

expenditure of Exchange resources and increased cost to the Exchange.
---------------------------------------------------------------------------

    \145\ 17 CFR 240.17a-1 (recordkeeping rule for national
securities exchanges, national securities associations, registered
clearing agencies and the Municipal Securities Rulemaking Board).
---------------------------------------------------------------------------

    The Exchange further believes that the proposed fees are
reasonable, equitably allocated and not unfairly discriminatory
because, for the flat fee, the Exchange provides each Member two (2)
Full Service MEO Ports for each matching engine to which that Member is
connected. Unlike other options exchanges that provide similar port
functionality and charge fees on a per port basis,\146\ the Exchange
offers Full Service MEO Ports as a package and provides Members with
the option to receive up to two Full Service MEO Ports per matching
engine to which it connects. The Exchange currently has twelve (12)
matching engines, which means Members may receive up to twenty-four
(24) Full Service MEO Ports for a single monthly fee, that can vary
based on certain volume percentages. The Exchange currently assesses
Members a fee of $5,000 per month in the highest Full Service MEO
Port--Bulk Tier, regardless of the number of Full Service MEO Ports
allocated to the Member. Assuming a Member connects to all twelve (12)
matching engines during a month, with two Full Service MEO Ports per
matching engine, this results in a cost of $208.33 per Full Service MEO
Port--Bulk ($5,000 divided by 24) for the month. This fee has been
unchanged since the Exchange adopted Full Service MEO Port fees in
2018.\147\ Members will continue to receive two (2) Full Service MEO
Ports to each matching engine to which they are connected for the
single flat monthly fee. Assuming a Member connects to all twelve (12)
matching engines during the month, and achieves the highest Tier for
that month, with two Full Service MEO Ports (Bulk) per matching engine,
this would result in a cost of $500 per Full Service MEO Port ($12,000
divided by 24).
---------------------------------------------------------------------------

    \146\ See supra notes 97 to 104 and accompanying text.
    \147\ See Securities Exchange Act Release No. 82867 (March 13,
2018), 83 FR 12044 (March 19, 2018) (SR-PEARL-2018-07).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
Intra-Market Competition
    The Exchange believes the proposed fees will not result in any
burden on intra-market competition that is not necessary or appropriate
in furtherance of the purposes of the Act because the proposed fees
will allow the Exchange to recoup some of its costs in providing 10Gb
ULL connectivity and Full Service MEO Ports at below market rates to
market participants since the Exchange launched operations. As
described above, the Exchange has operated at a cumulative net annual
loss since it launched operations in 2017 \148\ due to providing a low-
cost alternative to attract order flow and encourage market
participants to experience the high determinism and resiliency of the
Exchange's trading Systems. To do so, the Exchange chose to waive the
fees for some non-transaction related services and Exchange products or
provide them at a very lower fee, which was not profitable to the
Exchange. This resulted in the Exchange forgoing revenue it could have
generated from assessing any fees or higher fees. The Exchange could
have sought to charge higher fees at the outset, but that could have
served to discourage participation on the Exchange. Instead, the
Exchange chose to provide a low-cost exchange alternative to the
options industry, which resulted in lower initial revenues. Examples of
this are 10Gb ULL connectivity and Full Service MEO Ports, for which
the Exchange only now seeks to adopt fees at a level similar to or
lower than those of other options exchanges.
---------------------------------------------------------------------------

    \148\ See supra note 142.
---------------------------------------------------------------------------

    Further, the Exchange does not believe that the proposed fee
increase for the 10Gb ULL connection change would place certain market
participants at the Exchange at a relative disadvantage compared to
other market participants or affect the ability of such market
participants to compete. As is the case with the current proposed flat
fee, the proposed fee would apply uniformly to all market participants
regardless of the number of connections they choose to purchase. The
proposed fee does not favor certain categories of market participants
in a manner that would impose an undue burden on competition.
    The Exchange does not believe that the proposed rule change would
place certain market participants at the Exchange at a relative
disadvantage compared to other market participants or affect the
ability of such market participants to compete. In particular, Exchange
personnel has been informally discussing potential fees for
connectivity services with a diverse group of market participants that
are connected to the Exchange (including large and small firms, firms
with large connectivity service footprints and small connectivity
service footprints, as well as extranets and service bureaus) for
several months leading up to that time. The Exchange does not believe
the proposed fees for connectivity services would negatively impact the
ability of Members, non-Members (extranets or service bureaus), third-
parties that purchase the Exchange's connectivity and resell it, and
customers of those resellers to compete with other market participants
or that they are placed at a disadvantage.
    The Exchange does anticipate, however, that some market
participants may reduce or discontinue use of connectivity services
provided directly by the Exchange in response to the proposed fees. In
fact, as mentioned above, one MIAX Pearl Market Maker terminated their
membership on January 1, 2023 as a direct result of the proposed fee
changes.\149\ The Exchange does not believe that the proposed fees for
connectivity services place certain market participants at a relative
disadvantage to other market participants because the proposed
connectivity pricing is associated with relative usage of the Exchange
by each market participant and does not impose a barrier to entry to
smaller participants. The Exchange believes its proposed pricing is
reasonable and, when coupled with the availability of third-party
providers that also offer connectivity solutions, that participation on
the Exchange is affordable for all market participants, including
smaller trading firms. As described above, the connectivity services
purchased by market participants typically increase based on their
additional message traffic and/or the complexity of their operations.
The market participants that utilize more connectivity services
typically utilize the most bandwidth, and those are the participants
that consume the most resources from the network. Accordingly, the
proposed fees for connectivity services do not favor certain categories
of market participants in a manner that would impose a burden on
competition; rather, the allocation of the proposed connectivity

fees reflects the network resources consumed by the various size of
market participants and the costs to the Exchange of providing such
connectivity services.
---------------------------------------------------------------------------

    \149\ The Exchange acknowledges that IEX included in its
proposal to adopt market data fees after offering market data for
free an analysis of what its projected revenue would be if all of
its existing customers continued to subscribe versus what its
projected revenue would be if a limited number of customers
subscribed due to the new fees. See Securities Exchange Act Release
No. 94630 (April 7, 2022), 87 FR 21945 (April 13, 2022) (SR-IEX-
2022-02). MEMX did not include a similar analysis in either of its
recent non-transaction fee proposals. See, e.g., supra note 52. The
Exchange does not believe a similar analysis would be useful here
because it is amending existing fees, not proposing to charge a new
fee where existing subscribers may terminate connections because
they are no longer enjoying the service at no cost.
---------------------------------------------------------------------------

Inter-Market Competition
    The Exchange also does not believe that the proposed rule change
will result in any burden on inter-market competition that is not
necessary or appropriate in furtherance of the purposes of the Act. As
discussed above, options market participants are not forced to connect
to all options exchanges. There is no reason to believe that our
proposed price increase will harm another exchange's ability to
compete. There are other options markets of which market participants
may connect to trade options at higher rates than the Exchange's. There
is also a range of alternative strategies, including routing to the
exchange through another participant or market center or accessing the
Exchange indirectly. Market participants are free to choose which
exchange or reseller to use to satisfy their business needs.
Accordingly, the Exchange does not believe its proposed fee changes
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
    The Exchange also believes that the proposed fees for 10Gb
connectivity are appropriate and warranted in light of it bifurcating
10Gb connectivity between the Exchange and MIAX and would not impose
any burden on competition because this is a technology driven change
that would assist the Exchange in recovering costs related to providing
dedicating 10Gb connectivity to the Exchange while enabling it to
continue to meet current and anticipated demands for connectivity by
its Members and other market participants. Separating its 10Gb network
from MIAX would enable the Exchange to better compete with other
exchanges by ensuring it can continue to provide adequate connectivity
to existing and new Members, which may increase in ability to compete
for order flow and deepen its liquidity pool, improving the overall
quality of its market.
    The proposed rates for 10Gb ULL connectivity are also driven by the
Exchange's need to bifurcate its 10Gb ULL network shared with MIAX so
that it can continue to meet current and anticipated connectivity
demands of all market participants. Similarly, and also in connection
with a technology change, Cboe Exchange, Inc. (``Cboe'') amended access
and connectivity fees, including port fees.\150\ Specifically, Cboe
adopted certain logical ports to allow for the delivery and/or receipt
of trading messages--i.e., orders, accepts, cancels, transactions, etc.
Cboe established tiered pricing for BOE and FIX logical ports, tiered
pricing for BOE Bulk ports, and flat prices for DROP, Purge Ports, GRP
Ports and Multicast PITCH/Top Spin Server Ports. Cboe argued in its fee
proposal that the proposed pricing more closely aligned its access fees
to those of its affiliated exchanges, and reasonably so, as the
affiliated exchanges offer substantially similar connectivity and
functionality and are on the same platform that Cboe migrated to.\151\
Cboe also justified its proposal by stating that, ``. . .the Exchange
believes substitutable products and services are in fact available to
market participants, including, among other things, other options
exchanges a market participant may connect to in lieu of the Exchange,
indirect connectivity to the Exchange via a third-party reseller of
connectivity and/or trading of any options product, including
proprietary products, in the Over- the-Counter (OTC) markets.'' \152\
Cboe stated in its proposal that,
---------------------------------------------------------------------------

    \150\ See Securities Exchange Act Release No. 90333 (November 4,
2020), 85 FR 71666 (November 10, 2020) (SR-CBOE-2020-105). The
Exchange notes that Cboe submitted this filing after the Staff
Guidance and contained no cost based justification.
    \151\ Id. at 71676.
    \152\ Id.
---------------------------------------------------------------------------

    The rule structure for options exchanges are also fundamentally
different from those of equities exchanges. In particular, options
market participants are not forced to connect to (and purchase market
data from) all options exchanges. For example, there are many order
types that are available in the equities markets that are not utilized
in the options markets, which relate to mid-point pricing and pegged
pricing which require connection to the SIPs and each of the equities
exchanges in order to properly execute those orders in compliance with
best execution obligations. Additionally, in the options markets, the
linkage routing and trade through protection are handled by the
exchanges, not by the individual members. Thus not connecting to an
options exchange or disconnecting from an options exchange does not
potentially subject a broker-dealer to violate order protection
requirements. Gone are the days when the retail brokerage firms (such
as Fidelity, Schwab, and eTrade) were members of the options
exchanges--they are not members of the Exchange or its affiliates, they
do not purchase connectivity to the Exchange, and they do not purchase
market data from the Exchange. Accordingly, not only is there not an
actual regulatory requirement to connect to every options exchange, the
Exchange believes there is also no ``de facto'' or practical
requirement as well, as further evidenced by the recent significant
reduction in the number of broker-dealers that are members of all
options exchanges.\153\
---------------------------------------------------------------------------

    \153\ Id. at 71676.
---------------------------------------------------------------------------

    The proposal also referenced the National Market System Plan
Governing the Consolidated Audit Trail (``CAT NMS Plan''),\154\ wherein
the Commission discussed the existence of competition in the
marketplace generally, and particularly for exchanges with unique
business models. The Commission acknowledged that, even if an exchange
were to exit the marketplace due to its proposed fee-related change, it
would not significantly impact competition in the market for exchange
trading services because these markets are served by multiple
competitors.\155\ Further, the Commission explicitly stated that
``[c]onsequently, demand for these services in the event of the exit of
a competitor is likely to be swiftly met by existing competitors.''
\156\ Finally, the Commission recognized that while some exchanges may
have a unique business model that is not currently offered by
competitors, a competitor could create similar business models if
demand were adequate, and if a competitor did not do so, the Commission
believes it would be likely that new entrants would do so if the
exchange with that unique business model was otherwise profitable.\157\
---------------------------------------------------------------------------

    \154\ See Securities Exchange Act Release No. 86901 (September
9, 2019), 84 FR 48458 (September 13, 2019) (File No. S7-13-19).
    \155\ Id.
    \156\ Id.
    \157\ Id.
---------------------------------------------------------------------------

    Cboe also filed to establish a monthly fee for Certification
Logical Ports of $250 per Certification Logical Port.\158\ Cboe
reasoned that purchasing additional Certification Logical Ports, beyond
the one Certification Logical Port per logical port type offered in the
production environment free of charge, is voluntary and not required in
order to participate in the production

environment, including live production trading on the Exchange.\159\
---------------------------------------------------------------------------

    \158\ See Securities Exchange Act Release No. 94512 (March 24,
2002), 87 FR 18425 (March 30, 2022) (SR-Cboe-2022-011). Cboe offers
BOE and FIX Logical Ports, BOE Bulk Logical Ports, DROP Logical
Ports, Purge Ports, GRP Ports and Multicast PITCH/Top Spin Server
Ports. For each type of the aforementioned logical ports that are
used in the production environment, the Exchange also offers
corresponding ports which provide Trading Permit Holders and non-
TPHs access to the Exchange's certification environment to test
proprietary systems and applications (i.e., ``Certification Logical
Ports'').
    \159\ See Securities Exchange Act Release No. 94512 (March 24,
2002), 87 FR 18425 (March 30, 2022) (SR-Cboe-2022-011).
---------------------------------------------------------------------------

    In its statutory basis, Cboe justified the new port fee by stating
that it believed the Certification Logical Port fee were reasonable
because while such ports were no longer completely free, TPHs and non-
TPHs would continue to be entitled to receive free of charge one
Certification Logical Port for each type of logical port that is
currently offered in the production environment.\160\ Cboe noted that
other exchanges assess similar fees and cited to NASDAQ LLC and
MIAX.\161\ Cboe also noted that the decision to purchase additional
ports is optional and no market participant is required or under any
regulatory obligation to purchase excess Certification Logical Ports in
order to access the Exchange's certification environment.\162\ Finally,
similar proposals to adopt a Certification Logical Port monthly fee
were filed by Cboe BYX Exchange, Inc.,\163\ BZX,\164\ and Cboe EDGA
Exchange, Inc.\165\
---------------------------------------------------------------------------

    \160\ Id. at 18426.
    \161\ Id.
    \162\ Id.
    \163\ See Securities Exchange Act Release No. 94507 (March 24,
2002), 87 FR 18439 (March 30, 2022) (SR-CboeBYX-2022-004).
    \164\ See Securities Exchange Act Release No. 94511 (March 24,
2002), 87 FR 18411 (March 30, 2022) (SR-CboeBZX-2022-021).
    \165\ See Securities Exchange Act Release No. 94517 (March 25,
2002), 87 FR 18848 (March 31, 2022) (SR-CboeBZX-2022-021).
---------------------------------------------------------------------------

    The Cboe fee proposals described herein were filed subsequent to
the D.C. Circuit decision in Susquehanna Int'l Grp., LLC v. SEC, 866
F.3d 442 (D.C. Cir. 2017), meaning that such fee filings were subject
to the same (and current) standard for SEC review and approval as this
proposal. In summary, the Exchange requests the Commission apply the
same standard of review to this proposal which was applied to the
various Cboe and Cboe affiliated markets' filings with respect to non-
transaction fees. If the Commission were to apply a different standard
of review to this proposal than it applied to other exchange fee
filings it would create a burden on competition such that it would
impair the Exchange's ability to make necessary technology driven
changes, such as bifurcating its 10Gb ULL network, because it would be
unable to monetize or recoup costs related to that change and compete
with larger, non-legacy exchanges.
* * * * *
    In conclusion, as discussed thoroughly above, the Exchange
regrettably believes that the application of the Revised Review Process
and Staff Guidance has adversely affected inter-market competition
among legacy and non-legacy exchanges by impeding the ability of non-
legacy exchanges to adopt or increase fees for their market data and
access services (including connectivity and port products and services)
that are on parity or commensurate with fee levels previously
established by legacy exchanges. Since the adoption of the Revised
Review Process and Staff Guidance, and even more so recently, it has
become extraordinarily difficult to adopt or increase fees to generate
revenue necessary to invest in systems, provide innovative trading
products and solutions, and improve competitive standing to the benefit
of non-legacy exchanges' market participants. Although the Staff
Guidance served an important policy goal of improving disclosures and
requiring exchanges to justify that their market data and access fee
proposals are fair and reasonable, it has also negatively impacted non-
legacy exchanges in particular in their efforts to adopt or increase
fees that would enable them to more fairly compete with legacy
exchanges, despite providing enhanced disclosures and rationale under
both competitive and cost basis approaches provided for by the Revised
Review Process and Staff Guidance to support their proposed fee
changes.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    The Exchange received one comment letter on the Initial
Proposal.\166\ In its letter, the sole commenter seeks to incorporate
comments submitted on previous Exchange proposals to which the Exchange
has previously responded. To the extent the sole commenter has
attempted to raise new issues in its letter, the Exchange believes
those issues are not germane to this proposal in particular, but rather
raise larger issues with the current environment surrounding exchange
non-transaction fee proposals that should be addressed by the
Commission through rule making, or Congress, more holistically and not
through an individual exchange fee filing. Among other things, the
commenter is requesting additional data and information that is both
opaque and a moving target and would constitute a level of disclosure
materially over and above that provided by any competitor exchanges.
---------------------------------------------------------------------------

    \166\ See letter from Brian Sopinsky, General Counsel,
Susquehanna International Group, LLP to Vanessa Countryman,
Secretary, Commission, dated February 7, 2023.
---------------------------------------------------------------------------

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,\167\ and Rule 19b-4(f)(2) \168\ 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.
---------------------------------------------------------------------------

    \167\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \168\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

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-2023-05 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-2023-05. 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-2023-05 and should be
submitted on or before April 4, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\169\
---------------------------------------------------------------------------

    \169\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-05129 Filed 3-13-23; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 89 (Wednesday, May 8, 2013)]
[Notices]
[Pages 26770-26771]
[FR Doc No: 2013-10952]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER13-1347-000]

MeadWestvaco Coated Board, LLC; Supplemental Notice That Initial
Market-Based Rate Filing Includes Request for Blanket Section 204
Authorization

    This is a supplemental notice in the above-referenced proceeding of
MeadWestvaco Coated Board, LLC's application for market-based rate
authority, with an accompanying rate schedule, noting that such
application includes a request for blanket authorization, under 18 CFR
part 34, of future issuances of securities and assumptions of
liability.

    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street NE., Washington,
DC 20426, in accordance with Rules 211 and 214 of the Commission's
Rules of Practice and Procedure (18 CFR 385.211 and 385.214). Anyone
filing a motion to intervene or protest must serve a copy of that
document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability is May 22, 2013.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
5 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First Street NE., Washington, DC 20426.
    The filings in the above-referenced proceeding(s) are accessible in
the Commission's eLibrary system by clicking on the appropriate link in
the above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive email notification
when a document is added to a subscribed docket(s). For assistance with
any FERC Online service, please email<EMAIL_ADDRESS>or
call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

    Dated: May 2, 2013.
Kimberly D. Bose,
Secretary.
[FR Doc. 2013-10952 Filed 5-7-13; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 83, Number 233 (Tuesday, December 4, 2018)]
[Notices]
[Pages 62582-62583]
[FR Doc No: 2018-26333]

-----------------------------------------------------------------------

DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2018-D-3632]

Noncirrhotic Nonalcoholic Steatohepatitis With Liver Fibrosis:
Developing Drugs for Treatment; Draft Guidance for Industry;
Availability

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice of availability.

-----------------------------------------------------------------------

SUMMARY: The Food and Drug Administration (FDA or Agency) is announcing
the availability of a draft guidance for industry entitled
``Noncirrhotic Nonalcoholic Steatohepatitis With Liver Fibrosis:
Developing Drugs for Treatment.'' This draft guidance is intended to
assist sponsors in the clinical development of drugs for the treatment
of noncirrhotic nonalcoholic steatohepatitis (NASH) with liver
fibrosis.

DATES: Submit either electronic or written comments on the draft
guidance by February 4, 2019 to ensure that the Agency considers your
comment on this draft guidance before it begins work on the final
version of the guidance.

ADDRESSES: You may submit comments on any guidance at any time as
follows:

Electronic Submissions

    Submit electronic comments in the following way:
     Federal eRulemaking Portal: https://www.regulations.gov.
Follow the instructions for submitting comments. Comments submitted
electronically, including attachments, to https://www.regulations.gov
will be posted to the docket unchanged. Because your comment will be
made public, you are solely responsible for ensuring that your comment
does not include any confidential information that you or a third party
may not wish to be posted, such as medical information, your or anyone
else's Social Security number, or confidential business information,
such as a manufacturing process. Please note that if you include your
name, contact information, or other information that identifies you in
the body of your comments, that information will be posted on https://www.regulations.gov.
     If you want to submit a comment with confidential
information that you do not wish to be made available to the public,
submit the comment as a written/paper submission and in the manner
detailed (see ``Written/Paper Submissions'' and ``Instructions'').

Written/Paper Submissions

    Submit written/paper submissions as follows:
     Mail/Hand delivery/Courier (for written/paper
submissions): Dockets Management Staff (HFA-305), Food and Drug
Administration, 5630 Fishers Lane, Rm. 1061, Rockville, MD 20852.
     For written/paper comments submitted to the Dockets
Management Staff, FDA will post your comment, as well as any
attachments, except for information submitted, marked and identified,
as confidential, if submitted as detailed in ``Instructions.''
    Instructions: All submissions received must include the Docket No.
FDA-2018-D-3632 for ``Noncirrhotic Nonalcoholic Steatohepatitis With
Liver Fibrosis: Developing Drugs for Treatment.'' Received comments
will be placed in the docket and, except for those submitted as
``Confidential Submissions,'' publicly viewable at https://www.regulations.gov or at the Dockets Management Staff between 9 a.m.
and 4 p.m., Monday through Friday.
     Confidential Submissions--To submit a comment with
confidential information that you do not wish to be made publicly
available, submit your comments only as a written/paper submission. You
should submit two copies total. One copy will include the information
you claim to be confidential with a heading or cover note that states
``THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION.'' The Agency will
review this copy, including the claimed confidential information, in
its consideration of comments. The second copy, which will have the
claimed confidential information redacted/blacked out, will be
available for public viewing and posted on https://www.regulations.gov.
Submit both copies to the Dockets Management Staff. If you do not wish
your name and contact information to be made publicly available, you
can provide this information on the cover sheet and not in the body of
your comments and you must identify this information as
``confidential.'' Any information marked as ``confidential'' will not
be disclosed except in accordance with 21 CFR 10.20 and other
applicable disclosure law. For more information about FDA's posting of
comments to public dockets, see 80 FR 56469, September 18, 2015, or
access the information at: https://www.gpo.gov/fdsys/pkg/FR-2015-09-18/pdf/2015-23389.pdf.
    Docket: For access to the docket to read background documents or
the electronic and written/paper comments received, go to https://www.regulations.gov and insert the docket number, found in brackets in
the heading of this document, into the ``Search'' box and follow the
prompts and/or go to the Dockets Management Staff, 5630 Fishers Lane,
Rm. 1061, Rockville, MD 20852.
    You may submit comments on any guidance at any time (see 21 CFR
10.115(g)(5)).
    Submit written requests for single copies of the draft guidance to
the Division of Drug Information, Center for Drug Evaluation and
Research, Food and Drug Administration, 10001 New Hampshire Ave.,
Hillandale Building, 4th Floor, Silver Spring, MD 20993-0002. Send one
self-addressed adhesive label to assist that office in processing your
requests. See the SUPPLEMENTARY INFORMATION section for electronic
access to the draft guidance document.

FOR FURTHER INFORMATION CONTACT: Evangela Covert, Center for Drug
Evaluation and Research, Food and Drug Administration, 10903 New
Hampshire Ave., Bldg. 22, Rm. 5234, Silver Spring, MD 20993-0002, 301-
796-4075.

SUPPLEMENTARY INFORMATION:

I. Background

    FDA is announcing the availability of a draft guidance for industry
entitled ``Noncirrhotic Nonalcoholic Steatohepatitis With Liver
Fibrosis: Developing Drugs for Treatment.'' This draft guidance is
intended to assist sponsors in the clinical development of drugs for
the treatment of noncirrhotic NASH with liver fibrosis. The draft
guidance also identifies knowledge gaps that represent important
challenges in

the development of drugs for this indication. This draft guidance does
not address the clinical development of drugs for the treatment of
cirrhosis caused by NASH.
    This draft guidance is being issued consistent with FDA's good
guidance practices regulation (21 CFR 10.115). The draft guidance, when
finalized, will represent the current thinking of FDA on ``Non-
Cirrhotic Nonalcoholic Steatohepatitis with Liver Fibrosis: Developing
Drugs for Treatment.'' It does not establish any rights for any person
and is not binding on FDA or the public. You can use an alternative
approach if it satisfies the requirements of the applicable statutes
and regulations. This guidance is not subject to Executive Order 12866.

II. Paperwork Reduction Act of 1995

    This draft guidance refers to previously approved collections of
information found in FDA regulations. These collections of information
are subject to review by the Office of Management and Budget (OMB)
under the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520). The
collections of information in 21 CFR part 312 addressing
investigational new drug applications and 21 CFR part 314 addressing
new drug applications have been approved under OMB control numbers
0910-0014 and 0910-0001, respectively. The collections of information
in 21 CFR parts 50 and 56 (Protection of Human Subjects: Informed
Consent; Institutional Review Boards) have been approved under OMB
control number 0910-0755.

III. Electronic Access

    Persons with access to the internet may obtain the draft guidance
at either https://www.fda.gov/Drugs/GuidanceComplianceRegulatoryInformation/Guidances/default.htm or
https://www.regulations.gov.

    Dated: November 29, 2018.
Leslie Kux,
Associate Commissioner for Policy.
[FR Doc. 2018-26333 Filed 12-3-18; 8:45 am]
 BILLING CODE 4164-01-P


[Federal Register Volume 84, Number 129 (Friday, July 5, 2019)]
[Notices]
[Page 32189]
[FR Doc No: 2019-14362]

-----------------------------------------------------------------------

DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2017-D-4303]

Providing Regulatory Submissions in Electronic Format--Content of
the Risk Evaluation and Mitigation Strategies Document Using Structured
Product Labeling; Draft Guidance for Industry; Availability; Correction

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice; correction.

-----------------------------------------------------------------------

SUMMARY: The Food and Drug Administration is correcting a notice
entitled ``Providing Regulatory Submissions in Electronic Format--
Content of the Risk Evaluation and Mitigation Strategies Document Using
Structured Product Labeling; Draft Guidance for Industry;
Availability'' that appeared in the Federal Register of September 5,
2017. The document announced the availability of a guidance for
industry. The document was published with the incorrect docket number.
This document corrects that error. Previously submitted comments will
be transferred to the correct docket number.

FOR FURTHER INFORMATION CONTACT: Lisa Granger, Office of Policy, Food
and Drug Administration, 10903 New Hampshire Ave., Bldg. 32, Rm. 3330,
Silver Spring, MD 20993-0002,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: In the Federal Register of Tuesday,
September 5, 2017 (82 FR 41968), in FR Doc. 2017-18506, the following
correction is made:
    On page 41968, in the first column, in the header of the document,
and in the second column, under Instructions, ``[Docket No. FDA-2017-E-
4282]'' is corrected to read ``[Docket No. FDA-2017-D-4303].''

    Dated: July 1, 2019.
Lowell J. Schiller,
Principal Associate Commissioner for Policy.
[FR Doc. 2019-14362 Filed 7-3-19; 8:45 am]
BILLING CODE 4164-01-P


[Federal Register Volume 83, Number 217 (Thursday, November 8, 2018)]
[Notices]
[Page 55880]
[FR Doc No: 2018-24452]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 4639-032]

Ampersand Christine Falls Hydro, LLC; Notice of Intent To File
License Application, Filing of Pre-Application Document, and Approving
Use of the Traditional Licensing Process

    a. Type of Application: Notice of Intent to File License
Application and Request to Use the Traditional Licensing Process.
    b. Project No.: 4639-032.
    c. Date filed: September 20, 2018.
    d. Submitted by: Ampersand Christine Falls Hydro, LLC.
    e. Name of Project: Christine Falls Hydroelectric Project.
    f. Location: Located on the Sacandaga River near Speculator,
Hamilton County, New York. The project does not occupy any federal
lands.
    g. Filed Pursuant to: 18 CFR 5.3 of the Commission's regulations.
    h. Potential Applicant Contact: Mr. Sayad Moudachirou, Licensing
Manager, Ampersand Christine Falls Hydro LLC, 717 Atlantic Avenue,
Suite 1A, Boston, MA 02111, Phone:<PHONE_NUMBER>, Email:
[email protected].
    i. FERC Contact: Brandi Sangunett, Phone:<PHONE_NUMBER>, Email:
[email protected].
    j. Ampersand Christine Falls Hydro, LLC filed its request to use
the Traditional Licensing Process on September 20, 2018. Ampersand
Christine Falls Hydro, LLC provided public notice of its request on
September 24, 2018. In a letter dated November 1, 2018, the Director of
the Division of Hydropower Licensing approved Ampersand Christine Falls
Hydro, LLC's request to use the Traditional Licensing Process.
    k. With this notice, we are initiating informal consultation with
the U.S. Fish and Wildlife Service and/or NOAA Fisheries under section
7 of the Endangered Species Act and the joint agency regulations
thereunder at 50 CFR, Part 402; and NOAA Fisheries under section 305(b)
of the Magnuson-Stevens Fishery Conservation and Management Act and
implementing regulations at 50 CFR 600.920. We are also initiating
consultation with the New York State Historic Preservation Office, as
required by section 106, National Historic Preservation Act, and the
implementing regulations of the Advisory Council on Historic
Preservation at 36 CFR 800.2.
    l. With this notice, we are designating Ampersand Christine Falls
Hydro, LLC as the Commission's non-federal representative for carrying
out informal consultation pursuant to section 7 of the Endangered
Species Act and section 305(b) of the Magnuson-Stevens Fishery
Conservation and Management Act; and consultation pursuant to section
106 of the National Historic Preservation Act.
    m. Ampersand Christine Falls Hydro, LLC filed a Pre-Application
Document (PAD; including a proposed process plan and schedule) with the
Commission, pursuant to 18 CFR 5.6 of the Commission's regulations.
    n. A copy of the PAD is available for review at the Commission in
the Public Reference Room or may be viewed on the Commission's website
(http://www.ferc.gov), using the ``eLibrary'' link. Enter the docket
number, excluding the last three digits in the docket number field to
access the document. For assistance, contact FERC Online Support at
[email protected],<PHONE_NUMBER> (toll free), or (202) 502-
8659 (TTY). A copy is also available for inspection and reproduction at
the address in paragraph h.
    o. The licensee states its unequivocal intent to submit an
application for a new license for Project No. 4639. Pursuant to 18 CFR
16.8, 16.9, and 16.10 each application for a new license and any
competing license applications must be filed with the Commission at
least 24 months prior to the expiration of the existing license. All
applications for license for this project must be filed by September
30, 2021.
    p. Register online at http://www.ferc.gov/docs-filing/esubscription.asp to be notified via email of new filing and issuances
related to this or other pending projects. For assistance, contact FERC
Online Support.

    Dated: November 2, 2018.
Kimberly D. Bose,
Secretary.
[FR Doc. 2018-24452 Filed 11-7-18; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register: October 24, 2008 (Volume 73, Number 207)]
[Notices]
[Page 63487-63489]
[DOCID:fr24oc08-88]

-----------------------------------------------------------------------

DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2008-N-0553]

Agency Information Collection Activities; Proposed Collection;
Comment Request; Survey to Evaluate the Effectiveness of Mississippi
Delta Fish Advisories

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: The Food and Drug Administration (FDA) is announcing an
opportunity for public comment on the proposed collection of certain
information by the agency. Under the Paperwork Reduction Act of 1995
(the PRA), Federal agencies are required to publish notice in the
Federal Register concerning each proposed collection of information,
and to allow 60 days for public comment in response to the notice. This
notice solicits comments on a voluntary consumer survey of fishing and
fish consumption habits in the Mississippi Delta.

DATES: Submit written or electronic comments on the collection of
information by December 23, 2008.

ADDRESSES: Submit electronic comments on the collection of information
to http://www.regulations.gov. Submit written comments on the
collection of information to the Division of Dockets

Management (HFA-305), Food and Drug Administration, 5630 Fishers Lane,
rm. 1061, Rockville, MD 20852. All comments should be identified with
the docket number found in brackets in the heading of this document.

FOR FURTHER INFORMATION CONTACT: Jonna Capezzuto, Office of Information
Management (HFA-710), Food and Drug Administration, 5600 Fishers Lane,
Rockville, MD 20857,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: Under the PRA (44 U.S.C. 3501-3520), Federal
agencies must obtain approval from the Office of Management and Budget
(OMB) for each collection of information they conduct or sponsor.
``Collection of information'' is defined in 44 U.S.C. 3502(3) and 5 CFR
1320.3(c) and includes agency requests or requirements that members of
the public submit reports, keep records, or provide information to a
third party. Section 3506(c)(2)(A) of the PRA (44 U.S.C. 3506(c)(2)(A))
requires Federal agencies to provide a 60-day notice in the Federal
Register concerning each proposed collection of information before
submitting the collection to OMB for approval. To comply with this
requirement, FDA is publishing notice of the proposed collection of
information set forth in this document.
    With respect to the following collection of information, FDA
invites comments on these topics: (1) Whether the proposed collection
of information is necessary for the proper performance of FDA's
functions, including whether the information will have practical
utility; (2) the accuracy of FDA's estimate of the burden of the
proposed collection of information, including the validity of the
methodology and assumptions used; (3) ways to enhance the quality,
utility, and clarity of the information to be collected; and (4) ways
to minimize the burden of the collection of information on respondents,
including through the use of automated collection techniques, when
appropriate, and other forms of information technology.

Survey to Evaluate the Effectiveness of Mississippi Delta Fish
Advisories

    The proposed survey will gather information about fishing and fish
consumption habits in the Mississippi Delta region, as well as the
respondents' awareness and understanding of the Regional Delta Advisory
(RDA) issued by the Mississippi Department of Environmental Quality.
Under section 903(b)(2) of the Federal Food, Drug, and Cosmetic Act (21
U.S.C. 393(b)(2)), FDA is authorized to conduct research relating to
foods and to conduct educational and public information programs
relating to the safety of the nation's food supply. In June 2005, the
Environmental Protection Agency's (EPA) Office of Water and FDA's
Center for Food Safety and Applied Nutrition finalized a Memorandum of
Understanding (MOU) to enhance collaboration between FDA and EPA
regarding environmental contaminants in fish and shellfish and the
safety of fish and shellfish for U.S. consumers. The MOU is available
at http://www.epa.gov/waterscience/fish/files/moufdaepa.pdf.
    The proposed study is phase two of a two phase study designed to
determine whether existing fish consumption recommendations issued by
the state of Mississippi are adequately protecting sport and
subsistence consumers of fish harvested from Delta waters. The final
report of phase one, entitled ``Recommended Study Design for a Survey
to Evaluate the Effectiveness of Mississippi Delta Fish Advisories,''
is available at http://www.epa.gov/waterscience/fish/technical/ms-
delta.html. Based on the report cited here, FDA is conducting the
proposed survey on behalf of EPA to evaluate the effectiveness of the
Mississippi Delta Fish Advisories.The proposed survey will collect
information on the extent to which Delta sport and subsistence
fishermen and their families are aware of the RDA and its
recommendations and the extent to which the respondents have changed
their fish consumption behaviors as a result of the advisory. The
survey will also document specific behavior changes resulting from the
RDA, such as increases or decreases in the amount of locally harvested
fish consumed, changes in methods of fish preparation, and consumption
or avoidance of specific species of fish.
    Results of the survey will provide EPA information about fishing
and fish consumption habits in the Mississippi Delta region, as well as
the respondents' awareness and understanding of the RDA.
    The respondents will be selected from four counties in the
Mississippi Delta region. Counties were selected to include a mix of
rural and non-rural areas and areas with major water resources affected
by the advisory. The selected counties are Coahoma, Holmes, Leflore,
and Washington. Only the part of Holmes County that is within the
advisory area will be included in the survey.
    The total sample will include 400 on-the-banks interviews and 600
household interviews of sport and subsistence fishers who harvest
noncommercial fish from the Mississippi Delta advisory area, and
individuals in the Mississippi Delta area who consume wild-caught fish
from the advisory area. FDA estimates that the survey will take
approximately 18 minutes to complete, for a total burden of 300 hours
(1,000 x 0.3 = 300).
    FDA will conduct 6 cognitive interviews and 20 pretests prior to
fielding the survey, for a total additional burden of 16 hours.
    FDA estimates the burden of this collection of information as
follows:

                                 Table 1.--Estimated Annual Reporting Burden\1\
----------------------------------------------------------------------------------------------------------------
                      No. of         Annual Frequency       Total Annual        Hours per
   Activity        Respondents         per Response          Responses           Response         Total Hours
----------------------------------------------------------------------------------------------------------------
Cognitive                       6                     1                  6                  1                  6
 Interviews
----------------------------------------------------------------------------------------------------------------
Pretest                        20                     1                 20                0.5                 10
----------------------------------------------------------------------------------------------------------------
Survey                      1,000                     1              1,000                .30                300
----------------------------------------------------------------------------------------------------------------
Total                                                                                316
----------------------------------------------------------------------------------------------------------------
\1\ There are no capital costs or operating and maintenance costs associated with this collection of
  information.

    FDA's burden estimate is based on the agency's prior experience
with surveys similar to the proposed survey.
    Please note that on January 15, 2008, the FDA Division of Dockets
Management Web site transitioned to the Federal Dockets Management
System (FDMS). FDMS is a Government-wide, electronic docket

management system. Electronic comments or submissions will be accepted
by FDA only through FDMS at http://www.regulations.gov.

    Dated: October 20, 2008.
Jeffrey Shuren,
Associate Commissioner for Policy and Planning.
[FR Doc. E8-25472 Filed 10-23-08; 8:45 am]

BILLING CODE 4160-01-S