[Federal Register Volume 84, Number 59 (Wednesday, March 27, 2019)]
[Notices]
[Pages 11599-11622]
[FR Doc No: 2019-05816]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85393; File No. SR-EMERALD-2019-15]

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

March 21, 2019.
    Pursuant to the provisions of Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on March 15, 2019, MIAX Emerald, LLC (``MIAX
Emerald'' or ``Exchange''), filed with the Securities and Exchange
Commission (``Commission'') a proposed rule change as described in
Items I, II, and III below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is filing a proposal to amend the MIAX Emerald Fee
Schedule (the ``Fee Schedule'') by adopting rebates and fees applicable
to participants trading options on and/or using services provided by
MIAX Emerald.
    MIAX Emerald plans to commence operations as a national securities
exchange registered under Section 6 of the Act \3\ on March 1, 2019.\4\
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    \3\ 15 U.S.C. 78f.
    \4\ See Securities Exchange Act Release No. 84891 (December 20,
2018), 83 FR 67421 (December 28, 2018) (File No. 10-233) (order
approving application of MIAX Emerald, LLC for registration as a
national securities exchange).
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    The text of the proposed rule change is available on the Exchange's
website at http://www.miaxoptions.com/rule-filings/emerald, at MIAX's
principal office, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The purpose of the proposed rule change is to establish transaction
rebates and fees, regulatory fees, and certain non-transaction fees
applicable to market participants trading options on and/or using
services provided by the Exchange. These rebates and fees will apply to
all market participants trading options on and/or using services
provided by MIAX Emerald.
Definitions
    The Exchange has included a Definitions section at the beginning of
the Fee Schedule. The purpose of the Definitions section is to
streamline the Fee Schedule by placing many of the defined terms used
in the Fee Schedule in one location at the beginning of the Fee
Schedule. Many of the defined terms are also defined in the Exchange
Rules, particularly in Exchange Rule 100. Any defined terms that are
also defined or otherwise explained in the Exchange Rules contain a
cross reference to the relevant Exchange Rule. The Exchange notes that
other exchanges have Definitions sections in their respective fee
schedule,\5\ and the Exchange believes that including a Definitions
section in the front of the Exchange's Fee Schedule makes the Fee
Schedule more user-friendly.
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    \5\ See Exchange Act Release Nos. 70200 (August 14, 2013), 78 FR
51242 (August 20, 2013) (SR-Topaz-2013-10); 76453 (November 17,
2015), 80 FR 72999 (November 23, 2015) (SR-EDGX-2015-56); 80061
(February 17, 2017), 82 FR 11676 (February 24, 2017) (SR-PEARL-2017-
10).
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Exchange Rebates/Fees
    The proposed Fee Schedule sets forth transaction rebates and fees
for all options traded on the Exchange in amounts that vary depending
upon certain factors, including the type of

market participant (``Origin'') for whom the transaction is executed,
the contra party to a transaction, whether in a Penny class or a non-
Penny class, and whether the transaction is in simple, complex, or
PRIME \6\ or cPRIME,\7\ and the amount of volume executed by the
Member, as described more fully below.
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    \6\ Price Improvement Mechanism (``PRIME'') is a process by
which a Member may electronically submit for execution (``Auction'')
an order it represents as agent (``Agency Order'') against principal
interest, and/or an Agency Order against solicited interest. See
Exchange Rule 515A(a).
    \7\ A Complex PRIME or ``cPRIME'' Order is a complex order (as
defined in Rule 518(a)(5)) that is submitted for participation in a
cPRIME Auction. Trading of cPRIME Orders is governed by Rule 515A,
Interpretation and Policy .12. See Exchange Rule 518(b)(7).
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Transaction Fees
Tiers and their application are defined in Tier section (1)(a)(ii)

                                        Members and Their Affiliates In Penny Classes Simple/Complex/PRIME/cPRIME
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                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier      Taker                    Origins ex       Priority
                                             [supcaret]     Maker        Priority        Customer        Taker        Agency       Contra     Responder
                                                                         Customer)        Origin)
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Market Maker.....................        1      ($0.35)        $0.50           $0.10           $0.47        $0.50        $0.05        $0.05        $0.05
                                         2       (0.35)         0.50            0.10            0.47         0.50         0.05         0.05         0.05
                                         3       (0.35)         0.50            0.10            0.47         0.50         0.05         0.05         0.05
                                         4       (0.45)         0.48            0.10            0.47         0.50         0.05         0.05         0.05
Non-MIAX Emerald Market Maker....        1       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         2       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         3       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         4       (0.25)         0.48            0.20            0.50         0.50         0.05         0.05         0.05
Firm Proprietary/Broker-Dealer...        1       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         2       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         3       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         4       (0.25)         0.49            0.20            0.50         0.50         0.05         0.05         0.05
Non-Priority Customer............        1       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         2       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         3       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         4       (0.25)         0.49            0.20            0.50         0.50         0.05         0.05         0.05
Priority Customer *..............        1       (0.48)         0.47          (0.25)          (0.25)       (0.25)         0.00         0.05         0.05
                                         2       (0.48)         0.47          (0.40)          (0.40)       (0.40)         0.00         0.05         0.05
                                         3       (0.48)         0.47          (0.45)          (0.45)       (0.45)         0.00         0.05         0.05
                                         4       (0.53)         0.45          (0.50)          (0.50)       (0.50)         0.00         0.05         0.05
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                                      Members and Their Affiliates In Non-Penny Classes Simple/Complex/PRIME/cPRIME
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                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier                   Taker       Origins ex       Priority
                                               Maker      [supcaret]     Priority        Customer       Taker ~       Agency       Contra     Responder
                                                                         Customer)        Origin)
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Market Maker.....................        1      ($0.45)        $0.99           $0.20           $0.86        $0.88        $0.05        $0.05        $0.05
                                         2       (0.45)         0.99            0.20            0.86         0.88         0.05         0.05         0.05
                                         3       (0.45)         0.99            0.20            0.86         0.86         0.05         0.05         0.05
                                         4       (0.75)         0.94            0.20            0.86         0.86         0.05         0.05         0.05
Non-MIAX Emerald Market Maker....        1       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         2       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         3       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         4       (0.25)         0.94            0.20            0.88         0.88         0.05         0.05         0.05
Firm Proprietary/Broker-Dealer...        1       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         2       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         3       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         4       (0.25)         0.94            0.20            0.88         0.88         0.05         0.05         0.05
Non-Priority Customer............        1       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         2       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         3       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         4       (0.25)         0.94            0.20            0.88         0.88         0.05         0.05         0.05
Priority Customer *..............        1       (0.85)         0.85          (0.40)          (0.40)       (0.40)         0.00         0.05         0.05
                                         2       (0.85)         0.85          (0.60)          (0.60)       (0.60)         0.00         0.05         0.05
                                         3       (0.85)         0.85          (0.70)          (0.70)       (0.75)         0.00         0.05         0.05
                                         4       (1.05)         0.82          (0.87)          (0.87)       (0.85)         0.00         0.05         0.05
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[supcaret] Contra to Priority Customer Simple Orders, Origins ex Priority Customer Simple Orders will be charged $0.50 and Priority Customer Simple
  Orders will be charged $0.49 in Penny classes, and Origins ex Priority Customer Simple Orders will be charged $1.10 and Priority Customer Simple
  Orders will be charged $0.85 in Non-Penny classes.
* Priority Customer Complex Orders contra to Priority Customer Complex Orders are neither charged nor rebated. Priority Customer Complex Orders that leg
  into the Simple book are neither charged nor rebated.
~ A $0.05 Complex surcharge for Origins ex Priority Customer for Complex Orders that take liquidity from the Complex Order Book in Non-Penny classes.
# For orders in a Complex Auction, Priority Customer Complex Orders will receive the Complex Taker rebate based on the tier achieved when contra to an
  Origin that is not a Priority Customer. Origins that are not a Priority Customer will be charged the applicable Maker fee depending on the contra,
  based on the tier achieved.
[loz] For PRIME and cPRIME, the per contract rebate or fee for the preexisting contra-side interest that trades with the Agency side will be waived.
  PRIME/cPRIME Responder side interest that trades with unrelated Agency side interest trades as Taker will be subject to Simple or Complex rates, as
  applicable.
Notes Accompanying Tables Above
During the Opening Rotation and the ABBO uncrossing, the per contract rebate or fee will be waived for all Origins.

    In general, the Exchange proposes that Add/Remove Tiered Rebates/
Fees applicable to all market participants will be based upon a
threshold tier structure (``Tier'') that is applicable to transaction
fees, as set forth in the Fee Schedule. Tiers are determined on a
monthly basis and are based on three alternative calculation methods
(as defined below). The calculation method that results in the highest
Tier achieved by the Member shall apply to all Origin types by the
Member. The monthly volume thresholds for each method, associated with
each Tier, are calculated as the total monthly volume executed by the
Member \8\ in all options classes on MIAX Emerald in the relevant
Origins and/or applicable liquidity, not including Excluded
Contracts,\9\ (as the numerator) expressed as a percentage of (divided
by) Customer Total Consolidated Volume (``CTCV'') (as the denominator).
CTCV, which is defined in the Definitions section of the Fee Schedule,
means Customer Total Consolidated Volume calculated as the total
national volume cleared at The Options Clearing Corporation (``OCC'')
in the Customer range in those classes listed on MIAX Emerald for the
month for which fees apply, excluding volume cleared at the OCC in the
Customer range executed during the period of time in which the Exchange
experiences an ``Exchange System Disruption'' (solely in the option
classes of the affected Matching Engine).\10\ The term Exchange System
Disruption, which is defined in the Definitions section of the Fee
Schedule, means an outage of a Matching Engine or collective Matching
Engines for a period of two consecutive hours or more, during trading
hours. The term Matching Engine, which is also defined in the
Definitions section of the Fee Schedule, is a part of the MIAX Emerald
electronic system that processes options orders and trades on a symbol-
by-symbol basis. Some Matching Engines will process option classes with
multiple root symbols, and other Matching Engines may be dedicated to
one single option root symbol (for example, options on SPY may be
processed by one single Matching Engine that is dedicated only to SPY).
A particular root symbol may only be assigned to a single designated
Matching Engine. A particular root symbol may not be assigned to
multiple Matching Engines. The Exchange believes that it is reasonable
and appropriate to select two consecutive hours as the amount of time
necessary to constitute an Exchange System Disruption, as two hours
equates to approximately 1.4% of available trading time per month. The
Exchange notes that the term ``Exchange System Disruption'' and its
meaning have no applicability outside of the Fee Schedule, as it is
used solely for purposes of calculating volume for the threshold tiers
in the Fee Schedule.
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    \8\ ``Member'' means an individual or organization approved to
exercise the trading rights associated with a Trading Permit.
Members are deemed ``members'' under the Exchange Act. See the
Definitions Section of the Fee Schedule and Exchange Rule 100.
    \9\ ``Excluded Contracts'' means any contracts routed to an away
market for execution.
    \10\ A ``Matching Engine'' is a part of the MIAX Emerald
electronic system that processes options orders and trades on a
symbol-by-symbol basis. Some Matching Engines will process option
classes with multiple root symbols, and other Matching Engines may
be dedicated to one single option root symbol (for example, options
on SPY may be processed by one single Matching Engine that is
dedicated only to SPY). A particular root symbol may only be
assigned to a single designated Matching Engine. A particular root
symbol may not be assigned to multiple Matching Engines. See the
Definitions Section of the Fee Schedule.
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    In addition, the per contract transaction rebates and fees shall be
applied retroactively to all eligible volume once the Tier has been
reached by the Member. The Exchange additionally proposes to aggregate
the volume of Members and their Affiliates.\11\ Members that place
resting liquidity, i.e., orders on the MIAX Emerald System, will be
assessed the specified ``maker'' rebate or fee (each a ``Maker'') and
Members that execute against resting liquidity will be assessed the
specified ``taker'' fee or rebate (each a ``Taker'').\12\ Finally,
Members shall be assessed lower transaction fees and smaller rebates
for order executions in standard option classes in the Penny Pilot
Program \13\ (``Penny classes'') than for order executions in standard
option classes which are not in the Penny Pilot Program (``Non-Penny
classes''), for which Members will be assessed a higher transaction
fees and larger rebates.
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    \11\ ``Affiliate'' means an affiliate of a Member of at least
75% common ownership between the firms as reflected on each firm's
Form BD, Schedule A. See the Definitions Section of the Fee
Schedule.
    \12\ For a Priority Customer complex order taking liquidity in
both a Penny class and non-Penny class against Origins other than
Priority Customer, the Priority Customer order will receive a rebate
based on the Tier achieved.
    \13\ See Securities Exchange Act Release No. 85225 (March 1,
2019), 84 FR 68353 (March 7, 2019)(SR-EMERALD-2019-06).
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    The Add/Remove Tiered Rebates/Fees proposed by the Exchange are
similar in structure to and in the range of the transaction rebates and
fees charged by Cboe BZX Options Exchange (``Cboe BZX'') to its market
participants.\14\ The Exchange notes the proposed transaction rebate
and fee structure is similar to that of Cboe BZX, in that the Exchange
proposes to use CTCV as the denominator in determining the volume for
each Tier and Cboe BZX uses OCC Clearing Volume (``OCV'') as its
denominator in the volume for each of its tiers. OCV is the total
equity and ETF options volume that clears in the Customer range at the
OCC for the month for which the fees apply, excluding volume on any day
that the Exchange experiences an exchange system disruption and on any
day with a scheduled early market close. CTCV similarly encompasses
volume from all Customer clearing types. However, the Exchange's
proposed transaction rebate and fee structure is not identical to that
of Cboe BZX. A distinction is the fact that the Exchange proposes to
use a Member's actual, total monthly volume as the numerator in
determining the volume for each Tier and Cboe BZX instead uses an
average of daily volume (``ADV'') as its numerator in the volume for
each of its tiers. Additionally, Cboe BZX includes in the volume
calculations for certain of its tiers applicable to its market
participants the volume by such Member on Cboe BZX equities market.
Unlike Cboe BZX, the Exchange does not presently offer any such
comparable arrangement.\15\ The Exchange notes that these are high
level similarities and differences regarding the method of using volume
cleared in the Customer range at the OCC as the measuring unit
(denominator), and specific fees are discussed below.
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    \14\ See Cboe BZX Options Fee Schedule, Transaction Fees.
    \15\ Id.
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    The Exchange's transaction rebates and fees structure is also
similar to that of Nasdaq GEMX, LLC (``GEMX'').\16\ GEMX has adopted a
maker-taker tiered fee structure based upon volume that is also further
delineated by whether the transaction is in Penny and SPY classes or
Non-Penny classes (Cboe BZX has also adopted this type of maker-taker
tiered fee structure).\17\ The Exchange also proposes to delineate
based on whether the transaction is in Penny or Non-Penny classes, and
further delineate within the tables based on whether the order is
simple, complex, or PRIME/cPRIME. Similar to the structure proposed by
the Exchange, the highest tier threshold attained by a GEMX member
applies retroactively in a given month to all eligible traded contracts
and applies to all eligible market participants. All eligible volume
from affiliated members is aggregated in determining applicable tiers,
provided

there is at least 75% common ownership between the members as reflected
on each member's Form BD, Schedule A.
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    \16\ See Nasdaq GEMX, Options 7 Pricing Schedule, Section 3
Regular Order Fees and Rebates.
    \17\ See Cboe BZX Options Fee Schedule.
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Tiers and Their Application
    The Exchange proposes that its maker-taker tiered fee structure
based on volume be determined based on three alternative calculation
methods. Specifically, the Exchange proposes to add a section to its
Fee Schedule titled ``Tiers and their Application,'' which sets forth
volume thresholds based on different types of volume that can be
achieved by Members. The proposed section will be included in the Fee
Schedule as follows:
(ii) Tiers and their Application
    Tiers are determined on a monthly basis. Tiers are determined based
on three (3) alternative calculation methods. The calculation method
that results in the highest Tier achieved by the Member shall apply to
all Origin types by the Member. Following are the three (3) alternative
calculation methods:
    1. Total Member sides volume, based on % of CTCV (``Method 1'');
    2. Total Emerald Market Maker sides volume, based on % of CTCV
(``Method 2'');
    3. Total Priority Customer Maker sides volume, based on % of CTCV
(``Method 3'').

----------------------------------------------------------------------------------------------------------------
                 Tier                          Method 1                 Method 2                 Method 3
----------------------------------------------------------------------------------------------------------------
1....................................  0.00%-0.40%............  0.00%-0.10%............  0.00%-0.10%.
2....................................  Above 0.40%-0.80%......  Above 0.10%-0.50%......  Above 0.10%-0.35%.
3....................................  Above 0.80%-1.20%......  Above 0.50%-0.75%......  Above 0.35%-0.60%.
4....................................  Above 1.20%............  Above 0.75%............  Above 0.60%.
----------------------------------------------------------------------------------------------------------------
Each method is calculated based on the total monthly sides executed by the Member in all options classes on MIAX
  Emerald in the relevant Origin(s) and/or applicable liquidity (i.e., Priority Customer Maker), not including
  Excluded Contracts, (as the numerator) expressed as a percentage of (divided by) CTCV (as the denominator).
  The per contract transaction rebates and fees shall be applied retroactively to all eligible volume once the
  Tier has been reached by the Member. The Exchange aggregates the volume of Members and their Affiliates in the
  Tiers.

    The Exchange believes that its proposed methodology for calculating
its tiers is reasonable, as this methodology is similar to how another
exchange calculates its tiers. The Exchange's methodology, which
analyzes three alternative calculation methods and then selects the
method that is the highest tier reached to the Member, is similar to
how GEMX calculates its tiers.\18\ For example, GEMX has four
qualifying tiers, the same number that the Exchange is proposing. GEMX
calculates its tiers using CTCV (Customer Total Consolidated Volume) at
the OCC, which is fundamentally the same denominator method that the
Exchange is proposing. GEMX aggregates volume of affiliated members, as
the Exchange is also proposing. GEMX has two alternative calculation
methods, however the Exchange is proposing three alternative
calculation methods, which the Exchange believes provides greater
benefit to Members, as there is an additional method to enable
qualification for a higher tier. GEMX, for certain of its tiers, offers
a calculation that looks at absolute ADV volume (i.e. 20,000 ADV), in
addition to, or in lieu of, percentages of CTCV, whereas the Exchange
is proposing to only look at monthly percentages of CTCV.
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    \18\ See Nasdaq GEMX, Options 7 Pricing Schedule.
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Priority Customers
    Transaction rebates/fees applicable to all orders submitted by a
Member for the account of a Priority Customer \19\ will be assessed
according to the following sections of the tables:
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    \19\ ``Priority Customer'' means a person or entity that (i) is
not a broker or dealer in securities, and (ii) does not place more
than 390 orders in listed options per day on average during a
calendar month for its own beneficial accounts(s). See the
Definitions Section of the Fee Schedule and Exchange Rule 100,
including Interpretations and Policies .01.

                                        Members and Their Affiliates in Penny Classes Simple/Complex/PRIME/cPRIME
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                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier                   Taker       Origins ex       Priority
                                               Maker      [supcaret]     Priority        Customer        Taker        Agency       Contra     Responder
                                                                         Customer)        Origin)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Priority Customer *..............        1      ($0.48)        $0.47         ($0.25)         ($0.25)      ($0.25)        $0.00        $0.05        $0.05
                                         2       (0.48)         0.47          (0.40)          (0.40)       (0.40)         0.00         0.05         0.05
                                         3       (0.48)         0.47          (0.45)          (0.45)       (0.45)         0.00         0.05         0.05
                                         4       (0.53)         0.45          (0.50)          (0.50)       (0.50)         0.00         0.05         0.05
--------------------------------------------------------------------------------------------------------------------------------------------------------

                                      Members and Their Affiliates in Non-Penny Classes Simple/Complex/PRIME/cPRIME
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier                   Taker       Origins ex       Priority
                                               Maker      [supcaret]     Priority        Customer       Taker ~       Agency       Contra     Responder
                                                                         Customer)        Origin)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Priority Customer *..............        1      ($0.85)        $0.85         ($0.40)         ($0.40)      ($0.40)        $0.00        $0.05        $0.05
                                         2       (0.85)         0.85          (0.60)          (0.60)       (0.60)         0.00         0.05         0.05
                                         3       (0.85)         0.85          (0.70)          (0.70)       (0.75)         0.00         0.05         0.05

                                         4       (1.05)         0.82          (0.87)          (0.87)       (0.85)         0.00         0.05         0.05
--------------------------------------------------------------------------------------------------------------------------------------------------------
[supcaret] Contra to Priority Customer Simple Orders, Origins ex Priority Customer Simple Orders will be charged $0.50 and Priority Customer Simple
  Orders will be charged $0.49 in Penny classes, and Origins ex Priority Customer Simple Orders will be charged $1.10 and Priority Customer Simple
  Orders will be charged $0.85 in Non-Penny classes.
* Priority Customer Complex Orders contra to Priority Customer Complex Orders are neither charged nor rebated. Priority Customer Complex Orders that leg
  into the Simple book are neither charged nor rebated.
~ A $0.05 Complex surcharge for Origins ex Priority Customer for Complex Orders that take liquidity from the Complex Order Book in Non-Penny classes.
# For orders in a Complex Auction, Priority Customer Complex Orders will receive the Complex Taker rebate based on the tier achieved when contra to an
  Origin that is not a Priority Customer. Origins that are not a Priority Customer will be charged the applicable Maker fee depending on the contra,
  based on the tier achieved.
[loz] For PRIME and cPRIME, the per contract rebate or fee for the preexisting contra-side interest that trades with the Agency side will be waived.
  PRIME/cPRIME Responder side interest that trades with unrelated Agency side interest trades as Taker will be subject to Simple or Complex rates, as
  applicable.

    The rebates and fees proposed by the Exchange for Priority Customer
transactions are similar to those assessed in select tiers by GEMX for
transactions on behalf of its Priority Customers for simple orders.
Transactions on behalf of a GEMX ``Priority Customer'' are also similar
to transactions by a Member on behalf of the Exchange's Origin type
``Priority Customer.'' \20\ For example, for a GEMX member adding
liquidity in a Penny Pilot class on behalf of the account of a Priority
Customer, GEMX pays a rebate of (i) $0.25 in Tier 1; (ii) $0.40 in Tier
2; (iii) $0.48 in Tier 3; and (iv) $0.53 in Tier 4.
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    \20\ See supra note 16.
---------------------------------------------------------------------------

    Additionally, for a GEMX member taking liquidity in a Penny Pilot
class on behalf of the account of a Priority Customer, GEMX assesses a
fee of $0.48 in Tier 1; (ii) $0.47 in Tier 2; (iii) $0.47 in Tier 3;
and (iv) $0.45 in Tier 4.\21\
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    \21\ See id.
---------------------------------------------------------------------------

    The rebates proposed by the Exchange for Priority Customer complex
transactions in Penny classes are also similar to those rebates paid by
Nasdaq ISE, LLC (``Nasdaq ISE'') to its ``Priority Customers'' for
``Priority Customer Complex Tier'' transactions in Nasdaq ISE ``Select
Symbols.'' \22\ For example, for Priority Customer complex orders in
Select Symbols, Nasdaq ISE will pay a rebate of (i) $0.25 in Tier 1;
(ii) $0.30 in Tier 2; (iii) $0.35 in Tier 3; (iv) $0.40 in Tier 4; (v)
$0.45 in Tier 5; (vi) $0.46 in Tier 6; (vii) $0.48 in Tier 7; and
(viii) $0.50 in Tiers 8 and 9.\23\
---------------------------------------------------------------------------

    \22\ See Nasdaq ISE, Options 7 Pricing Schedule, Section 4
Complex Order Fees and Rebates.
    \23\ See id.
---------------------------------------------------------------------------

    Additionally, for Priority Customer complex orders in Non-Select
Symbols, Nasdaq ISE will pay a rebate of (i) $0.40 in Tier 1; (ii)
$0.55 in Tier 2; (iii) $0.70 in Tier 3; (iv) $0.75 in Tier 4; (v) $0.80
in Tiers 5, 6 and 7; and (vi) $0.85 in Tiers 8 and 9.\24\
---------------------------------------------------------------------------

    \24\ See id.
---------------------------------------------------------------------------

    The fees proposed by the Exchange for Priority Customer
transactions in a PRIME/cPRIME auction are also similar to those
assessed by GEMX for transactions on behalf of its Priority Customers
for orders executed using GEMX's ``Price Improvement Mechanism''
(``PIM'') in both Penny and Non-Penny classes. For example, in both
Penny and Non-Penny classes, GEMX members will be assessed a fee of (i)
$0.00 for Priority Customer orders on the agency side; (ii) $0.05 per
contract for Priority Customer orders on the contra-side; and (iii)
$0.05 per contract for all Responses. The Exchange's fee structure for
PRIME/cPRIME is similar to GEMX in that both of these structures do not
have breakup credits and higher response fees for price improvement
auctions.
MIAX Emerald Market Makers
    Transaction rebates/fees applicable to all Market Makers \25\ will
be assessed according to the following sections of the tables:
---------------------------------------------------------------------------

    \25\ ``Market Maker'' means a Member registered with the
Exchange for the purpose of making markets in options contracts
traded on the Exchange. See the Definitions Section of the Fee
Schedule and Exchange Rule 100.

                                        Members and Their Affiliates in Penny Classes Simple/Complex/PRIME/cPRIME
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier                   Taker       Origins ex       Priority
                                               Maker      [supcaret]     Priority        Customer        Taker        Agency       Contra     Responder
                                                                         Customer)        Origin)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Market Maker.....................        1      ($0.35)        $0.50           $0.10           $0.47        $0.50        $0.05        $0.05        $0.05
                                         2       (0.35)         0.50            0.10            0.47         0.50         0.05         0.05         0.05
                                         3       (0.35)         0.50            0.10            0.47         0.50         0.05         0.05         0.05
                                         4       (0.45)         0.48            0.10            0.47         0.50         0.05         0.05         0.05
--------------------------------------------------------------------------------------------------------------------------------------------------------

                                      Members and Their Affiliates in Non-Penny Classes Simple/Complex/PRIME/cPRIME
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier                   Taker       Origins ex       Priority
                                               Maker      [supcaret]     Priority        Customer       Taker ~       Agency       Contra     Responder
                                                                         Customer)        Origin)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Market Maker.....................        1      ($0.45)        $0.99           $0.20           $0.86        $0.88        $0.05        $0.05        $0.05
                                         2       (0.45)         0.99            0.20            0.86         0.88         0.05         0.05         0.05
                                         3       (0.45)         0.99            0.20            0.86         0.86         0.05         0.05         0.05
                                         4       (0.75)         0.94            0.20            0.86         0.86         0.05         0.05         0.05
--------------------------------------------------------------------------------------------------------------------------------------------------------
[supcaret] Contra to Priority Customer Simple Orders, Origins ex Priority Customer Simple Orders will be charged $0.50 and Priority Customer Simple
  Orders will be charged $0.49 in Penny classes, and Origins ex Priority Customer Simple Orders will be charged $1.10 and Priority Customer Simple
  Orders will be charged $0.85 in Non-Penny classes.
~ A $0.05 Complex surcharge for Origins ex Priority Customer for Complex Orders that take liquidity from the Complex Order Book in Non-Penny classes.
# For orders in a Complex Auction, Priority Customer Complex Orders will receive the Complex Taker rebate based on the tier achieved when contra to an
  Origin that is not a Priority Customer. Origins that are not a Priority Customer will be charged the applicable Maker fee depending on the contra,
  based on the tier achieved.
[loz] For PRIME and cPRIME, the per contract rebate or fee for the preexisting contra-side interest that trades with the Agency side will be waived.
  PRIME/cPRIME Responder side interest that trades with unrelated Agency side interest trades as Taker will be subject to Simple or Complex rates, as
  applicable.

    The tiered Market Maker rebates/fees proposed by the Exchange are
similar in structure to the transaction rebates and fees charged by
GEMX to its market makers for simple orders and quotes. For example,
for a market maker adding liquidity in a Penny Pilot class, GEMX pays a
rebate of (i) $0.28 in Tier 1; (ii) $0.30 in Tier 2; (iii) $0.35 in
Tier 3; and (iv) $0.45 in Tier 4.\26\
---------------------------------------------------------------------------

    \26\ See supra note 16.
---------------------------------------------------------------------------

    For a market maker adding liquidity in a Non-Penny Pilot class,
GEMX pays a rebate of (i) $0.40 in Tier 1; (ii) $0.42 in Tier 2; (iii)
$0.45 in Tier 3; and (iv) $0.75 in Tier 4.\27\
---------------------------------------------------------------------------

    \27\ See id.
---------------------------------------------------------------------------

    Additionally, for a market maker taking liquidity in a Penny Pilot
class, GEMX assesses a fee of (i) $0.50 in Tier 1; (ii) $0.50 in Tier
2; (iii) $0.50 in Tier 3; and (iv) $0.48 in Tier 4.\28\
---------------------------------------------------------------------------

    \28\ See id.
---------------------------------------------------------------------------

    The fees proposed by the Exchange for Market Maker complex
transactions in Penny classes are also similar to those fees charged by
Nasdaq ISE to its ``Market Makers'' for complex transactions in Nasdaq
ISE Select Symbols. For example, for a Market Maker adding liquidity in
a Select Symbol, Nasdaq ISE assesses a fee of (i) $0.10 when trading
against Origins not Priority Customer; and (ii) a base $0.47 when
trading against Priority Customers. Additionally, for a Market Maker
taking liquidity in a Select Symbol, Nasdaq ISE assesses a base fee of
$0.50.\29\
---------------------------------------------------------------------------

    \29\ See supra note 22.
---------------------------------------------------------------------------

    For a Market Maker adding liquidity in a Non-Select Symbol, Nasdaq
ISE assesses a fee of (i) $0.20 when trading against Origins not
Priority Customer; and (ii) $0.86 when trading against Priority
Customers. Additionally, for a Market Maker taking liquidity in a Non-
Select Symbol, Nasdaq ISE assesses a fee of $0.86.\30\
---------------------------------------------------------------------------

    \30\ See id.
---------------------------------------------------------------------------

    The fees proposed by the Exchange for Market Maker transactions in
a PRIME/cPRIME auction are also similar to those assessed by GEMX for
transactions on behalf of its Market Makers for orders executed in a
GEMX PIM auction in both Penny and Non-Penny classes. For example, in
both Penny and Non-Penny classes, GEMX members will be assessed a fee
of (i) $0.05 for Market Maker orders on the agency side; (ii) $0.05 per
contract for Market Maker orders on the contra-side; and (iii) $0.05
per contract for all Responses. The Exchange's fee structure for PRIME/
cPRIME is similar to GEMX in that both of these structures do not have
breakup credits and higher responses for price improvement auctions.
Non-MIAX Emerald Market Makers
    Transaction rebates/fees applicable to all orders submitted by a
Member for the account of a non-MIAX Emerald Market Maker will be
assessed according to the following sections of the tables:

                                        Members and Their Affiliates in Penny Classes Simple/Complex/PRIME/cPRIME
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier                   Taker       Origins ex       Priority
                                               Maker      [supcaret]     Priority        Customer        Taker        Agency       Contra     Responder
                                                                         Customer)        Origin)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Non-MIAX Emerald Market Maker....        1      ($0.25)        $0.50           $0.20           $0.50        $0.50        $0.05        $0.05        $0.05
                                         2       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         3       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         4       (0.25)         0.48            0.20            0.50         0.50         0.05         0.05         0.05
--------------------------------------------------------------------------------------------------------------------------------------------------------

                                      Members and Their Affiliates in Non-Penny Classes Simple/Complex/PRIME/cPRIME
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier                   Taker       Origins ex       Priority
                                               Maker      [supcaret]     Priority        Customer       Taker ~       Agency       Contra     Responder
                                                                         Customer)        Origin)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Non-MIAX Emerald Market Maker....        1      ($0.25)        $0.99           $0.20           $0.88        $0.88        $0.05        $0.05        $0.05
                                         2       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         3       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         4       (0.25)         0.94            0.20            0.88         0.88         0.05         0.05         0.05
--------------------------------------------------------------------------------------------------------------------------------------------------------
[supcaret] Contra to Priority Customer Simple Orders, Origins ex Priority Customer Simple Orders will be charged $0.50 and Priority Customer Simple
  Orders will be charged $0.49 in Penny classes, and Origins ex Priority Customer Simple Orders will be charged $1.10 and Priority Customer Simple
  Orders will be charged $0.85 in Non-Penny classes.
~ A $0.05 Complex surcharge for Origins ex Priority Customer for Complex Orders that take liquidity from the Complex Order Book in Non-Penny classes.
# For orders in a Complex Auction, Priority Customer Complex Orders will receive the Complex Taker rebate based on the tier achieved when contra to an
  Origin that is not a Priority Customer. Origins that are not a Priority Customer will be charged the applicable Maker fee depending on the contra,
  based on the tier achieved.
[loz] For PRIME and cPRIME, the per contract rebate or fee for the preexisting contra-side interest that trades with the Agency side will be waived.
  PRIME/cPRIME Responder side interest that trades with unrelated Agency side interest trades as Taker will be subject to Simple or Complex rates, as
  applicable.

    The tiered rebates/fees assessable to Non-MIAX Emerald Market
Makers proposed by the Exchange for simple orders are also similar in
structure to and in the range of the transaction rebates and fees
charged by GEMX for transactions for the accounts of ``Non-Nasdaq GEMX
Market Makers (FarMM).'' For example, for transactions on behalf of
Non-Nasdaq GEMX Market Makers (FarMM) adding liquidity in a Penny Pilot
class, GEMX pays a rebate of $0.25 in Tier 1.\31\
---------------------------------------------------------------------------

    \31\ See supra note 16.
---------------------------------------------------------------------------

    Additionally, for transactions on behalf of Non-Nasdaq GEMX Market
Makers (FarMM) taking liquidity in a Penny Pilot class, GEMX assesses a
fee of (i) $0.50 in Tier 1; (ii) $0.50 in Tier 2; (iii) $0.50 in Tier
3; and (iv) $0.48 in Tier 4.\32\
---------------------------------------------------------------------------

    \32\ See id.
---------------------------------------------------------------------------

    The fees proposed by the Exchange for Non-MIAX Emerald Market Maker
complex transactions in Penny classes are also similar to those fees
charged by Nasdaq ISE to a ``Non-Nasdaq ISE Market Maker (FarMM)'' for
complex transactions in Nasdaq ISE Select Symbols. For example, for a
Non-Nasdaq ISE Market Maker (FarMM) adding liquidity in a Select
Symbol, Nasdaq ISE assesses a fee of (i) $0.20 when trading against
Origin not Priority Customer; and (ii) $0.48 when trading against
Priority Customers.\33\ Additionally, for a Non-Nasdaq ISE Market Maker
(FarMM) taking liquidity in a Select Symbol, Nasdaq ISE assesses a fee
of $0.50.\34\
---------------------------------------------------------------------------

    \33\ See supra note 22.
    \34\ See id.
---------------------------------------------------------------------------

    For a Non-Nasdaq ISE Market Maker (FarMM) adding liquidity in a
Non-Select Symbol, Nasdaq ISE assesses a fee of (i) $0.20 when trading
against Origin not Priority Customer; and (ii) $0.88 when trading
against Priority Customers.\35\ Additionally, for a Non-Nasdaq ISE
Market Makers (FarMM) taking liquidity in a Non-Select Symbol, Nasdaq
ISE assesses a fee of $0.88.\36\
---------------------------------------------------------------------------

    \35\ See id.
    \36\ See id.
---------------------------------------------------------------------------

    The fees proposed by the Exchange for Non-MIAX Emerald Market Maker
transactions in a PRIME/cPRIME auction are also similar to those
assessed by GEMX for transactions on behalf of its Non-Nasdaq GEMX
Market Makers (FarMM) for orders executed in a GEMX PIM auction in both
Penny and Non-Penny classes. For example, in both Penny and Non-Penny
classes, GEMX members will be assessed a fee of (i) $0.05 for Non-
Nasdaq GEMX Market Maker (FarMM) orders on the agency side; (ii) $0.05
per contract for Non-Nasdaq GEMX Market Maker (FarMM) orders on the
contra-side; and (iii) $0.05 per contract for all Responses.\37\ The
Exchange's fee structure for PRIME/cPRIME is similar to GEMX in that
both of these structures do not have a breakup credits and higher
responses for price improvement auction.
---------------------------------------------------------------------------

    \37\ See supra note 16.
---------------------------------------------------------------------------

Firm Proprietary/Broker-Dealer
    Transaction rebates/fees applicable to all orders submitted by a
Member for the account of a Firm Proprietary or Broker-Dealer will be
assessed according to the following sections of the tables:

                                        Members and Their Affiliates in Penny Classes Simple/Complex/PRIME/cPRIME
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier                   Taker       Origins ex       Priority
                                               Maker      [supcaret]     Priority        Customer        Taker        Agency       Contra     Responder
                                                                         Customer)        Origin)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Firm Proprietary/Broker-Dealer...        1      ($0.25)        $0.50           $0.20           $0.50        $0.50        $0.05        $0.05        $0.05
                                         2       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         3       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         4       (0.25)         0.49            0.20            0.50         0.50         0.05         0.05         0.05
--------------------------------------------------------------------------------------------------------------------------------------------------------

                                      Members and Their Affiliates in Non-Penny Classes Simple/Complex/PRIME/cPRIME
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier                   Taker       Origins ex       Priority
                                               Maker      [supcaret]     Priority        Customer        Taker~       Agency       Contra     Responder
                                                                         Customer)        Origin)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Firm Proprietary/Broker-Dealer...        1      ($0.25)        $0.99           $0.20           $0.88        $0.88        $0.05        $0.05        $0.05
                                         2       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         3       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         4       (0.25)         0.94            0.20            0.88         0.88         0.05         0.05         0.05
--------------------------------------------------------------------------------------------------------------------------------------------------------
[supcaret] Contra to Priority Customer Simple Orders, Origins ex Priority Customer Simple Orders will be charged $0.50 and Priority Customer Simple
  Orders will be charged $0.49 in Penny classes, and Origins ex Priority Customer Simple Orders will be charged $1.10 and Priority Customer Simple
  Orders will be charged $0.85 in Non-Penny classes.
~ A $0.05 Complex surcharge for Origins ex Priority Customer for Complex Orders that take liquidity from the Complex Order Book in Non-Penny classes.
# For orders in a Complex Auction, Priority Customer Complex Orders will receive the Complex Taker rebate based on the tier achieved when contra to an
  Origin that is not a Priority Customer. Origins that are not a Priority Customer will be charged the applicable Maker fee depending on the contra,
  based on the tier achieved.
[loz] For PRIME and cPRIME, the per contract rebate or fee for the preexisting contra-side interest that trades with the Agency side will be waived.
  PRIME/cPRIME Responder side interest that trades with unrelated Agency side interest trades as Taker will be subject to Simple or Complex rates, as
  applicable.

    The tiered rebates/fees assessable to Firm Proprietary/Broker-
Dealers proposed by the Exchange for simple orders are also similar in
structure to and in the range of the transaction rebates and fees
charged by GEMX for transactions for the accounts of ``Firm
Proprietary/Broker-Dealer.'' For example, for transactions on behalf of
Firm Proprietary/Broker-Dealer adding liquidity in a Penny Pilot class,
GEMX pays a rebate of $0.25 in Tier 1.\38\
---------------------------------------------------------------------------

    \38\ See supra note 16.
---------------------------------------------------------------------------

    Additionally, for transactions on behalf of Firm Proprietary/
Broker-Dealer taking liquidity in a Penny Pilot class, GEMX assesses a
fee of (i) $0.50 in Tier 1; (ii) $0.50 in Tier 2; (iii) $0.50 in Tier
3; and (iv) $0.49 in Tier 4.\39\
---------------------------------------------------------------------------

    \39\ See id.
---------------------------------------------------------------------------

    The fees proposed by the Exchange for Firm Proprietary/Broker-
Dealer complex transactions in Penny classes are also similar to those
fees charged by Nasdaq ISE to ``Firm Proprietary/Broker-Dealer'' order
for complex transactions in Nasdaq ISE Select Symbols. For example, for
a Firm Proprietary/Broker-Dealer adding liquidity in a Select Symbol,
Nasdaq ISE assesses a fee of (i) $0.10 when trading against Origin not
Priority Customer; and (ii) $0.48 when trading against Priority
Customers.\40\ Additionally, for a Firm Proprietary/Broker-Dealer
taking liquidity in a Select Symbol, Nasdaq ISE assesses a fee of
$0.50.\41\
---------------------------------------------------------------------------

    \40\ See supra note 22.
    \41\ See id.
---------------------------------------------------------------------------

    For a Firm Proprietary/Broker-Dealer adding liquidity in a Non-
Select Symbol, Nasdaq ISE assesses a fee of (i) $0.20 when trading
against Origin not Priority Customer; and (ii) $0.88 when trading
against Priority Customers.\42\ Additionally, for a Firm Proprietary/
Broker-Dealer taking liquidity in a Non-Select Symbol, Nasdaq ISE
assesses a fee of $0.88.\43\
---------------------------------------------------------------------------

    \42\ See id.
    \43\ See id.
---------------------------------------------------------------------------

    The fees proposed by the Exchange for Firm Proprietary/Broker-
Dealer transactions in a PRIME/cPRIME auction are also similar to those
assessed by GEMX for transactions on behalf of its Firm Proprietary/
Broker-Dealer orders executed in a GEMX PIM auction in both Penny and
Non-Penny classes. For example, in both Penny and Non-Penny classes,
GEMX members will be assessed a fee of (i) $0.05 for Firm Proprietary/
Broker-Dealer orders on the agency side; (ii) $0.05 per contract for
Firm Proprietary/Broker-Dealer orders on the contra-side; and (iii)
$0.05 per contract for all Responses. The Exchange's fee structure for
PRIME/cPRIME is similar to GEMX in that both of these structures do not
have a breakup credit or higher response fees for price improvement
auctions.
Non-Priority Customers
    Transaction rebates/fees applicable to all orders submitted by a
Member for the account of a non-Priority Customers will be assessed
according to the following sections of the tables:

                                        Members and Their Affiliates in Penny Classes Simple/Complex/PRIME/cPRIME
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier                   Taker       Origins ex       Priority
                                               Maker      [supcaret]     Priority        Customer        Taker        Agency       Contra     Responder
                                                                         Customer)        Origin)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Non-Priority Customer............        1      ($0.25)        $0.50           $0.20           $0.50        $0.50        $0.05        $0.05        $0.05
                                         2       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         3       (0.25)         0.50            0.20            0.50         0.50         0.05         0.05         0.05
                                         4       (0.25)         0.49            0.20            0.50         0.50         0.05         0.05         0.05
--------------------------------------------------------------------------------------------------------------------------------------------------------

                                      Members and Their Affiliates in Non-Penny Classes Simple/Complex/PRIME/cPRIME
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                     Simple                            Complex #                             PRIME/cPRIME[loz]
                                           -------------------------------------------------------------------------------------------------------------
                                                                       Maker (Contra   Maker (Contra
              Origin                 Tier                   Taker       Origins ex       Priority
                                               Maker      [supcaret]     Priority        Customer        Taker~       Agency       Contra     Responder
                                                                         Customer)        Origin)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Non-Priority Customer............        1      ($0.25)        $0.99           $0.20           $0.88        $0.88        $0.05        $0.05        $0.05
                                         2       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05
                                         3       (0.25)         0.99            0.20            0.88         0.88         0.05         0.05         0.05

                                         4       (0.25)         0.94            0.20            0.88         0.88         0.05         0.05         0.05
--------------------------------------------------------------------------------------------------------------------------------------------------------
[supcaret] Contra to Priority Customer Simple Orders, Origins ex Priority Customer Simple Orders will be charged $0.50 and Priority Customer Simple
  Orders will be charged $0.49 in Penny classes, and Origins ex Priority Customer Simple Orders will be charged $1.10 and Priority Customer Simple
  Orders will be charged $0.85 in Non-Penny classes.
~ A $0.05 Complex surcharge for Origins ex Priority Customer for Complex Orders that take liquidity from the Complex Order Book in Non-Penny classes.
# For orders in a Complex Auction, Priority Customer Complex Orders will receive the Complex Taker rebate based on the tier achieved when contra to an
  Origin that is not a Priority Customer. Origins that are not a Priority Customer will be charged the applicable Maker fee depending on the contra,
  based on the tier achieved.
[loz] For PRIME and cPRIME, the per contract rebate or fee for the preexisting contra-side interest that trades with the Agency side will be waived.
  PRIME/cPRIME Responder side interest that trades with unrelated Agency side interest trades as Taker will be subject to Simple or Complex rates, as
  applicable.

    The tiered rebates/fees assessable to Non-Priority Customers
proposed by the Exchange are also similar in structure to and in the
range of the transaction rebates and fees for simple orders charged by
GEMX for transactions for the accounts of ``Professional Customers.''
    For example, for transactions on behalf of Professional Customers
adding liquidity in a Penny Pilot class, GEMX pays a rebate of $0.25 in
Tier 1.\44\
---------------------------------------------------------------------------

    \44\ See supra note 16.
---------------------------------------------------------------------------

    Additionally, for transactions on behalf of Professional Customers
taking liquidity in a Penny Pilot class, GEMX assesses a fee of (i)
$0.50 in Tier 1; (ii) $0.50 in Tier 2; (iii) $0.50 in Tier 3; and (iv)
$0.49 in Tier 4.\45\
---------------------------------------------------------------------------

    \45\ See id.
---------------------------------------------------------------------------

    The fees proposed by the Exchange for Non-Priority Customer complex
transactions in Penny classes are also similar to those fees charged by
Nasdaq ISE for ``Professional Customers'' for complex transactions in
Nasdaq ISE Select Symbols. For example, for a Professional Customer
adding liquidity in a Select Symbol, Nasdaq ISE assesses a fee of (i)
$0.10 when trading against non-Priority Customers; and (ii) $0.48 when
trading against Priority Customers.\46\ Additionally, for a
Professional Customer taking liquidity in a Select Symbol, Nasdaq ISE
assesses a fee of $0.50.\47\
---------------------------------------------------------------------------

    \46\ See supra note 22.
    \47\ See id.
---------------------------------------------------------------------------

    For a Professional Customer adding liquidity in a Non-Select
Symbol, Nasdaq ISE assesses a fee of (i) $0.20 when trading against
non-Priority Customers; and (ii) $0.88 when trading against Priority
Customers.\48\ Additionally, for a Professional Customer taking
liquidity in a Non-Select Symbol, Nasdaq ISE assesses a fee of
$0.88.\49\
---------------------------------------------------------------------------

    \48\ See id.
    \49\ See id.
---------------------------------------------------------------------------

    The fees proposed by the Exchange for Non-Priority Customer
transactions in a PRIME/cPRIME auction are also similar to those
assessed by GEMX for transactions on behalf of its Professional
Customer orders executed in a GEMX PIM auction in both Penny and Non-
Penny classes. For example, in both Penny and Non-Penny classes, GEMX
members will be assessed a fee of (i) $0.05 for Professional Customer
orders on the agency side; (ii) $0.05 per contract for Professional
Customer orders on the contra-side; and (iii) $0.05 per contract for
all Responses. The Exchange's fee structure for PRIME/cPRIME is similar
to GEMX in that both of these structures do not have a breakup credit
and higher responses fees for price improvement auctions.
QCC Fees
    The Exchange proposes to adopt new Section (1)(a)iii of the Fee
Schedule to establish transaction fees and rebates for QCC Orders:

----------------------------------------------------------------------------------------------------------------
                                                                                QCC Order
                                                                 -----------------------------------------------
                  Types of market participants                     Per contract    Per contract    Per contract
                                                                      fee for         fee for       rebate for
                                                                     initiator      contraside       initiator
----------------------------------------------------------------------------------------------------------------
Priority Customer...............................................           $0.00           $0.00         ($0.10)
Public Customer that is Not a Priority Customer.................            0.15            0.15          (0.10)
MIAX Emerald Market Maker.......................................            0.15            0.15          (0.10)
Non-MIAX Emerald Market Maker...................................            0.15            0.15          (0.10)
Non-Member Broker-Dealer........................................            0.15            0.15          (0.10)
Firm............................................................            0.15            0.15          (0.10)
----------------------------------------------------------------------------------------------------------------
Rebates will be delivered to the Member that enters the order into the MIAX Emerald system, but will only be
  paid on the initiating side of the QCC transaction. However, no rebates will be paid for QCC transactions for
  which both the initiator and contra-side orders are Priority Customers. A QCC transaction is comprised of an
  `initiating order' to buy (sell) at least 1,000 contracts coupled with a contra-side order to sell (buy) an
  equal number of contracts.

    A QCC Order is comprised of an order to buy or sell at least 1,000
contracts that is identified as being part of a qualified contingent
trade, coupled with a contra side order to buy or sell an equal number
of contracts.\50\ The Exchange proposes to establish a transaction fee
for all Origins other than Priority Customer QCC Orders of $0.15 per
contract side (Priority Customer orders will not be assessed a charge).
In addition, the Exchange proposes to adopt a $0.10 per contract rebate
for the initiating order side, regardless of Origin code. The Exchange
proposes to explicitly provide in the Fee Schedule that the rebate will
be assessed to the Member that enters the order into the

System, but will only be assessed on the initiating side of the QCC
transaction. However, no rebates will be assessed for QCC transactions
in which both the initiator and contra-side are Priority Customers.
---------------------------------------------------------------------------

    \50\ A Qualified Contingent Cross Order is comprised of an
originating order to buy or sell at least 1,000 contracts, or 10,000
mini-option contracts, that is identified as being part of a
qualified contingent trade, as that term is defined in
Interpretation and Policy .01 to Rule 516, coupled with a contra-
side order or orders totaling an equal number of contracts. See
Exchange Rule 516(j).
---------------------------------------------------------------------------

    Additionally, the Exchange proposes to state explicitly in the Fee
Schedule that a QCC transaction is comprised of an `initiating order'
to buy (sell) at least 1,000 contracts, coupled with a contra-side
order to sell (buy) an equal number of contracts. The Exchange notes
that with regard to order entry, the first order submitted into the
system is marked as the initiating side and the second order is marked
as the contra side. The purpose of this proposed fee is to incentivize
the sending of QCC Orders to the Exchange. The Exchange notes that
other competing exchanges similarly provide rebates on QCC initiating
orders.\51\
---------------------------------------------------------------------------

    \51\ See Cboe Exchange, Inc. Fees, Pg. 5, QCC Rate Table, Nasdaq
ISE, Options 7 Pricing Schedule, Section 6, Other Options Fees and
Rebates.
---------------------------------------------------------------------------

cQCC Fees
    The Exchange proposes to adopt new Section (1)(a)iv of the Fee
Schedule to establish transaction fees and rebates for cQCC \52\
Orders, which are identical to transaction fees and rebates that the
Exchange proposes to charge for simple QCC Orders:
---------------------------------------------------------------------------

    \52\ A Complex Qualified Contingent Cross or ``cQCC'' Order is
comprised of an originating complex order to buy or sell where each
component is at least 1,000 contracts that is identified as being
part of a qualified contingent trade, as defined in Rule 516,
Interpretation and Policy .01, coupled with a contra-side complex
order or orders totaling an equal number of contracts. Trading of
cQCC Orders is governed by Rule 515(h)(4). See Exchange Rule
518(b)(6).

----------------------------------------------------------------------------------------------------------------
                                                                                QCC Order
                                                                 -----------------------------------------------
                  Types of market participants                     Per contract    Per contract    Per contract
                                                                      fee for     fee for contra-   rebate for
                                                                     initiator         side          initiator
----------------------------------------------------------------------------------------------------------------
Priority Customer...............................................           $0.00           $0.00         ($0.10)
Public Customer that is Not a Priority Customer.................            0.15            0.15          (0.10)
MIAX Emerald Market Maker.......................................            0.15            0.15          (0.10)
Non-MIAX Emerald Market Maker...................................            0.15            0.15          (0.10)
Non-Member Broker-Dealer........................................            0.15            0.15          (0.10)
Firm............................................................            0.15            0.15          (0.10)
----------------------------------------------------------------------------------------------------------------
All fees and rebates are per contract per leg. Rebates will be delivered to the Member that enters the order
  into the MIAX Emerald system, but will only be paid on the initiating side of the cQCC transaction. However,
  no rebates will be paid for cQCC transactions for which both the initiator and contra-side orders are Priority
  Customers. A cQCC transaction is comprised of an `initiating complex order' to buy (sell) where each component
  is at least 1,000 contracts that is identified as being part of a qualified contingent trade, coupled with a
  contra-side complex order or orders to sell (buy) an equal number of contracts.

    This cQCC Fee table (including the amounts therein) is identical to
the QCC Fee table (including the amounts therein), which is contained
in Section (1)(a)(iii) of the Fee Schedule.
    The Exchange also proposes to adopt certain explanatory text
relating to the cQCC Fee table, just as the Exchange currently has
relating to the simple QCC Fee table. The text provides that all fees
and rebates are per contract per leg. Also, rebates will be delivered
to the Member that enters the order into the MIAX Emerald system, but
will only be assessed on the initiating side of the cQCC transaction.
However, no rebates will be assessed for cQCC transactions for which
both the initiator and contra-side are Priority Customers. A cQCC
transaction is comprised of an `initiating complex order' to buy (sell)
where each component is at least 1,000 contracts that is identified as
being part of a qualified contingent trade, coupled with a contra-side
complex order or orders to sell (buy) an equal number of contracts.
C2C and cC2C Fees
    The Exchange proposes to adopt new Section (1)(a)(v), C2C \53\ and
cC2C \54\ Fees, to the Fee Schedule to clarify and establish
transaction fees and rebates for C2C Orders and cC2C Orders.
---------------------------------------------------------------------------

    \53\ A C2C Order is comprised of a Priority Customer Order to
buy and a Priority Customer Order to sell at the same price and for
the same quantity. See the Transaction Fees Section of the Fee
Schedule.
    \54\ A Complex Customer Cross or ``cC2C'' Order is comprised of
one Priority Customer complex order to buy and one Priority Customer
complex order to sell at the same price and for the same quantity.
Trading of cC2C Orders is governed by Rule 515(h)(3). See Exchange
Rule 518(b)(5).

------------------------------------------------------------------------
                                                           C2C and cC2C
                                                            Order per
              Types of market participants                contract fee/
                                                              rebate
------------------------------------------------------------------------
Priority Customer......................................           $0.00
------------------------------------------------------------------------

    The Exchange notes that it proposes to offer trading in C2C
Orders.\55\ Because C2C Orders are comprised entirely of Priority
Customer orders, the Exchange proposes to assess a $0.00 per contract
transaction fee and a $0.00 rebate to such orders. However, the
Exchange desires to clarify and make explicit that C2C Orders will be
assessed a $0.00 per contract transaction fee and assessed a $0.00 per
contract rebate. The Exchange is also proposing to assess cC2C Orders a
$0.00 per contract transaction fee and to pay a $0.00 per contract
rebate.
---------------------------------------------------------------------------

    \55\ See Exchange Rule 516(i).
---------------------------------------------------------------------------

    The Exchange also proposes to adopt certain explanatory text
relating to the C2C and cC2C Fee table. The text provides that all fees
and rebates are per contract per leg. Also, a C2C Order is comprised of
a Priority Customer Order to buy and a Priority Customer Order to sell
at the same price and for the same quantity. A cC2C Order is comprised
of one Priority Customer complex order to buy and one Priority Customer
complex order to sell at the same price and for the same quantity.
Routing Fees
    MIAX Emerald proposes to assess Routing Fees in order to recoup
costs incurred by MIAX Emerald when routing orders to various away
markets. The amount of the applicable fee, is based upon (i) the Origin
type of the order, (ii) whether or not it is an order for an option in
a Penny or Non-Penny class (or other explicitly identified classes) and
(iii) to which away market it is being routed, according to the
following table: \56\
---------------------------------------------------------------------------

    \56\ This is similar to the methodologies utilized by the
Exchange's affiliates, MIAX and MIAX PEARL, and by Cboe BZX Options
in assessing Routing Fees. See MIAX Fee Schedule, Section (1)(c),
Fees for Customer Orders Routed to Another Options Exchange, MIAX
PEARL Fee Schedule, Section (1)(b), Fees for Customer Orders Routed
to Another Options Exchange, and Cboe BZX Fee Schedule under ``Fee
Codes and Associated Fees''.

------------------------------------------------------------------------
                       Description                             Fees
------------------------------------------------------------------------
Routed, Priority Customer, Penny Pilot, to: NYSE                   $0.15
 American, BOX, Cboe, Cboe EDGX Options, MIAX Options,
 Nasdaq MRX, Nasdaq PHLX (except SPY), Nasdaq BX Options
Routed, Priority Customer, Penny Pilot, to: NYSE Arca               0.65
 Options, Cboe BZX Options, Cboe C2, Nasdaq GEMX, Nasdaq
 ISE, NOM, Nasdaq PHLX (SPY only), MIAX PEARL...........
Routed, Priority Customer, Non-Penny Pilot, to: NYSE                0.15
 American, BOX, Cboe, Cboe EDGX Options, MIAX Options,
 Nasdaq ISE, Nasdaq MRX, Nasdaq PHLX, Nasdaq BX Options.
Routed, Priority Customer, Non-Penny Pilot, to: NYSE                1.00
 Arca Options, Cboe BZX Options, Cboe C2, MIAX PEARL,
 Nasdaq GEMX, NOM.......................................
Routed, Public Customer that is not a Priority Customer,            0.65
 Penny Pilot, to: NYSE American, NYSE Arca Options, Cboe
 BZX Options, BOX, Cboe, Cboe C2, Cboe EDGX Options,
 Nasdaq GEMX, Nasdaq ISE, Nasdaq MRX, MIAX Options, MIAX
 PEARL, NOM, Nasdaq PHLX, Nasdaq BX Options.............
Routed, Public Customer that is not a Priority Customer,            1.00
 Non-Penny Pilot, to: MIAX Options, NYSE American, Cboe,
 Nasdaq PHLX, Nasdaq ISE, Cboe EDGX Options.............
Routed, Public Customer that is not a Priority Customer,            1.15
 Non-Penny Pilot, to: Cboe C2, BOX, Nasdaq MRX, Nasdaq
 BX Options, NOM, MIAX PEARL............................
Routed, Public Customer that is not a Priority Customer,            1.25
 Non-Penny Pilot, to: Cboe BZX Options, NYSE Arca
 Options, Nasdaq GEMX...................................
------------------------------------------------------------------------

    In determining its proposed Routing Fees, the Exchange took into
account transaction fees and rebates assessed by the away markets to
which the Exchange routes orders, as well as the Exchange's clearing
costs,\57\ administrative, regulatory, and technical costs associated
with routing orders to an away market. The Exchange uses unaffiliated
routing brokers to route orders to the away markets; the costs
associated with the use of these services are included in the Routing
Fees specified in the Fee Schedule. This Routing Fees structure is not
only similar to the Exchange's affiliates, Miami International
Securities Exchange LLC (``MIAX'') and MIAX PEARL, LLC (``MIAX
PEARL''), but is also comparable to the structures in place at other
exchanges, such as Cboe BZX Options.\58\ The Cboe BZX fee schedule has
exchange groupings, whereby several exchanges are grouped into the same
category, dependent on the order's Origin type and whether it is a
Penny or Non-Penny Pilot class. For example, Cboe BZX fee code RQ
covers routed customer orders in Penny classes to NYSE Arca Options,
Cboe C2, Nasdaq ISE, Nasdaq GEMX, MIAX PEARL or NOM, with a single fee
of $0.85 per contract. The Exchange is proposing a similar structure,
however its structure is more granular and thus contains more exchange
groupings. The Exchange is proposing to have 8 different exchange
groupings, based on the exchange, order type, and option class. The
Exchange believes that having more groupings will offer the Exchange to
better approximate its costs associated with routing orders to away
markets. The per-contract transaction fee amount associated with each
grouping closely approximates the Exchange's all-in cost (plus an
additional, non-material amount) to execute that corresponding contract
at that corresponding exchange. For example, to execute a Priority
Customer order in a Penny Pilot symbol at NYSE American costs the
Exchange approximately $0.15 a contract. Since this is also the
approximate cost to execute that same order at BOX, the Exchange is
able to group NYSE American and BOX together in the same grouping. The
Exchange notes that in determining the appropriate groupings, the
Exchange considered the transaction fees and rebates assessed by away
markets, and grouped exchanges together that assess transaction fees
for routed orders within a similar range. This same logic and structure
applies to all of the groupings in the proposed Routing Fees table. By
utilizing the same structure that is utilized by the Exchange's
affiliates, MIAX and MIAX PEARL, those Members which are Members of the
Exchange, MIAX, and MIAX PEARL, will be assessed Routing Fees in the
same manner, which the Exchange believes will minimize any confusion as
to the method of assessing Routing Fees between the three exchanges for
those Members. This proposal is identical to the structure of the
routing fee tables of the Exchange's affiliates, MIAX and MIAX
PEARL.\59\
---------------------------------------------------------------------------

    \57\ The OCC amended its clearing fee from $0.01 per contract
side to $0.02 per contract side. See Securities Exchange Act Release
No. 71769 (March 21, 2014), 79 FR 17214 (March 27, 2014) (SR-OCC-
2014-05).
    \58\ See supra note 56.
    \59\ See SR-MIAX-2019-08 and SR-PEARL-2019-06 filed on February
28, 2019 to conform the routing fee structures of MIAX and MIAX
PEARL.
---------------------------------------------------------------------------

Regulatory Fees
Sales Value Fee
    The Sales Value Fee \60\ is proposed to be assessed by the Exchange
to each Member for sales on the Exchange with respect to which the
Exchange is obligated to pay a fee to the United States Securities and
Exchange Commission (``Commission'') pursuant to Section 31 of the
Exchange Act. The Sales Value Fee is equal to the Section 31 fee rate
multiplied by the Member's aggregate dollar amount of covered sales
resulting from options transactions occurring on the Exchange during
any computational period. The Section 31 fee rate is set annually by
the Commission. To the extent there may be any excess monies collected
under this rule, the Exchange may retain those monies to help fund
general operating expenses. The sales transactions to which the fee
applies are sales of options (other than options on a security index)
and the sales of securities resulting from the exercise of physical-
delivery options. The fee is collected indirectly from Members through
their clearing firms by the OCC on behalf of MIAX Emerald with respect
to option sales and options exercises. The Sales Value fee proposed by
the Exchange is identical to the fee assessed by other exchanges,
including the Exchange's affiliates MIAX and MIAX PEARL.\61\
---------------------------------------------------------------------------

    \60\ See Exchange Rule 1207.
    \61\ See MIAX Fee Schedule, Section (2)(a), Sales Value Fee and
MIAX PEARL Fee Schedule, Section (2)(a), Sales Value Fee.
---------------------------------------------------------------------------

Web CRD \62\ Fees
---------------------------------------------------------------------------

    \62\ FINRA operates the Web Central Registration Depository
(CRD[supreg]), the central licensing and registration system for the
U.S. securities industry and its regulators. It contains the
registration records of more than 6,800 registered broker-dealers
and the qualification, employment, and disclosure histories of more
than 660,000 active registered individuals.
---------------------------------------------------------------------------

    Financial Industry Regulatory Authority (``FINRA''), through the
Web CRD\SM\ registration system for the registration of associated
persons of Electronic Exchange Member and Market Maker organizations
that are not also FINRA members, collects from those MIAX Emerald
Members general

registration fees and fingerprint processing fees. The Fee Schedule
sets forth the Web CRD Fees FINRA is currently charging. The Web CRD
fees proposed by the Exchange are similar to those assessed by other
exchanges and identical to the same fees assessed by MIAX and MIAX
PEARL.\63\
---------------------------------------------------------------------------

    \63\ See MIAX Fee Schedule, Section (2)(c), Web CRD Fees and
MIAX PEARL Fee Schedule, Section (2)(c), Web CRD Fees.
---------------------------------------------------------------------------

Non-Transaction Fees
    The Exchange proposes to establish certain non-transaction fees,
including membership, testing, system connectivity and market data
fees, applicable to Members and non-Members using services provided by
MIAX Emerald.
Membership Fees
    MIAX Emerald proposes to assess Membership fees for Applications
and Trading Permits.
Application for MIAX Emerald Membership
    A one-time application fee based upon the applicant's status as
either an Electronic Exchange Member (``EEM'') or as a Market Maker
will be assessed by MIAX Emerald. The Exchange proposes to assess the
one-time application fee on the earlier of (i) the date the applicant
is certified in the Exchange's membership system or (ii) once an
application for MIAX Emerald membership is finally denied. MIAX Emerald
proposes that the one-time application fee for membership will be
waived for a period of time, which the Exchange has defined in the Fee
Schedule as the Waiver Period,\64\ for both EEMs and Market Makers.
MIAX Emerald believes that this will provide incentive for potential
applicants to submit early applications, which should result in
increasing potential order flow and liquidity as MIAX Emerald begins
trading. The Exchange will submit a rule filing to the Commission to
establish the fee amount and any related requirements, and provide
notice to expire the applicable Waiver Period. Even though the Exchange
is proposing to waive this particular fee during the Waiver Period, the
Exchange believes that is appropriate to provide market participants
with the overall structure of the fee by outlining the structure on the
Fee Schedule without setting forth a specific fee amount, so that there
is general awareness that the Exchange intends to assess such a fee in
the future, should the Waiver Period terminate and the Exchange
establish an applicable fee. The Exchange believes that its proposal to
waive this fee under this waiver structure is reasonable because this
waiver structure is identical to the waiver structure that is currently
in place at the Exchange's affiliate, MIAX PEARL.\65\
---------------------------------------------------------------------------

    \64\ ``Waiver Period'' means, for each applicable fee, the
period of time from the initial effective date of the MIAX Emerald
Fee Schedule until such time that the Exchange has an effective fee
filing establishing the applicable fee. The Exchange will issue a
Regulatory Circular announcing the establishment of an applicable
fee that was subject to a Waiver Period at least fifteen (15) days
prior to the termination of the Waiver Period and effective date of
any such applicable fee. See the Definitions Section of the Fee
Schedule.
    \65\ See Securities Exchange Act Release No. 80061(February 17,
2017), 82 FR 11676 (February 24, 2017) (SR-PEARL-2017-10) (Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To
Establish the MIAX PEARL Fee Schedule). MIAX PEARL introduced the
structure of certain non-transaction rebates and fees (without
proposing actual fee amounts), but also explicitly waived the
assessment of any such fees for the period of time which MIAX PEARL
defined as the ``Waiver Period''.
---------------------------------------------------------------------------

Trading Permits
    MIAX Emerald proposes to issue Trading Permits that confer the
ability to transact on MIAX Emerald. Trading Permits will be issued to
EEMs and Market Makers. Members receiving Trading Permits during a
particular calendar month will be assessed monthly Trading Permit Fees
as shall be set forth in the Fee Schedule. The Exchange notes that the
Exchange's affiliates, MIAX and MIAX PEARL, charge trading permit fees
as well, and the Exchange's proposed structure for its Trading Permit
fees is based on the structure of MIAX, particularly as it relates to
EEMs.\66\ For the calculation of the monthly Trading Permit Fee as it
relates to EEMs, Monthly Trading Fees will be assessed with respect to
EEMs (other than Clearing Firms) in any month the EEM is certified in
the membership system and the EEM is credentialed to use one or more
FIX Ports in the production environment. Further, the Exchange proposes
that Monthly Trading Permit Fees will be assessed with respect to EEM
Clearing Firms in any month the Clearing Firm is certified in the
membership system to clear transactions on the Exchange. The Exchange
proposes that Monthly Trading Permit Fees will be assessed with respect
to Market Makers in any month the Market Maker is certified in the
membership system, is credentialed to use one or more MIAX Emerald
Express Interface (``MEI'') Ports in the production environment and is
assigned to quote in one or more classes.
---------------------------------------------------------------------------

    \66\ See MIAX Fee Schedule, Section (3) (b), Monthly Trading
Permit Fee and MIAX PEARL Fee Schedule, Section (3) (b), Monthly
Trading Permit Fee.
---------------------------------------------------------------------------

    For the calculation of the monthly Trading Permit Fees that apply
to Market Makers, the number of classes is defined as the greatest
number of classes the Market Maker was assigned to quote in on any
given day within the calendar month and the class volume percentage is
based on the total national average daily volume in classes listed on
MIAX Emerald in the prior calendar quarter. Newly listed option classes
are excluded from the calculation of the monthly Market Maker Trading
Permit Fee until the calendar quarter following their listing, at which
time the newly listed option classes will be included in both the per
class count and the percentage of total national average daily volume.
The Exchange will assess Market Makers the monthly Trading Permit Fee
based on the greatest number of classes listed on MIAX Emerald that the
Market Maker was assigned to quote in on any given day within a
calendar month and the applicable fee rate that is the lesser of either
the per class basis or percentage of total national average daily
volume measurement. The calculation of the Trading Permit Fee for the
first month in which the Trading Permit is issued will be pro-rated
based on the number of trading days on which the Trading Permit was in
effect divided by the total number of trading days in that month
multiplied by the monthly rate.
    The monthly Trading Permit Fees assessable to EEMs and Market
Makers are being waived by the Exchange for the Waiver Period. The
Exchange will submit a rule filing to the Commission to establish the
fee amount and any related requirements, and provide notice to
terminate the applicable Waiver Period. Even though the Exchange is
proposing to waive this particular fee during the Waiver Period, the
Exchange believes that is appropriate to provide market participants
with the overall structure of the fee by outlining the structure on the
Fee Schedule without setting forth a specific fee amount, so that there
is general awareness that the Exchange intends to assess such a fee in
the future, should the Waiver Period terminate and the Exchange
establish an applicable fee. The Exchange believes that its proposal to
waive this fee under this waiver structure is reasonable because this
waiver structure is identical to the waiver structure that was
previously in place at the Exchange's affiliate, MIAX PEARL.\67\
---------------------------------------------------------------------------

    \67\ See supra note 65.
---------------------------------------------------------------------------

    Testing and Certification Fees
    API Testing and Certification Fee for Members

    MIAX Emerald proposes to assess an Application Programming
Interface (``API'') testing and certification fee on all Members
depending upon the type of interface being tested. An API makes it
possible for Member software to communicate with MIAX Emerald software
applications, and is subject to Member testing with, and certification
by, MIAX Emerald. The Exchange proposes to offer four types of
interfaces: (i) The Financial Information Exchange (``FIX'') Port,\68\
which allows Members to electronically send orders in all products
traded on the Exchange; (ii) the MEI Port, which allows Market Makers
to submit electronic orders and quotes to the Exchange; (iii) the
Clearing Trade Drop (``CTD'') Port,\69\ which provides real-time trade
clearing information to the participants to a trade on MIAX Emerald and
to the participants' respective clearing firms; and (iv) FIX Drop Copy
(``FXD'') Port \70\, which provides a copy of real-time trade
execution, correction and cancellation information through a FIX Port
to any number of FIX Ports designated by an EEM to receive such
messages.
---------------------------------------------------------------------------

    \68\ ``FIX Port'' means an interface with MIAX Emerald systems
that enables the Port user to submit simple and complex orders
electronically to MIAX Emerald. See the Definitions Section of the
Fee Schedule.
    \69\ ``CTD Port'' or ``Clearing Trade Drop Port'' provides an
Exchange Member with a real-time clearing trade updates. The updates
include the Member's clearing trade messages on a low latency, real-
time basis. The trade messages are routed to a Member's connection
containing certain information. The information includes, among
other things, the following: (i) Trade date and time; (ii) symbol
information; (iii) trade price/size information; (iv) Member type
(for example, and without limitation, Market Maker, Electronic
Exchange Member, Broker-Dealer); and (v) Exchange MPID for each side
of the transaction, including Clearing Member MPID. See the
Definitions Section of the Fee Schedule.
    \70\ ``FXD Port'' or ``FIX Drop Copy Port'' means a messaging
interface that provides a copy of real-time trade execution, trade
correction and trade cancellation information to FIX Drop Copy Port
users who subscribe to the service. FXD Port users are those users
who are designated by an EEM to receive the information and the
information is restricted for use by the EEM.
---------------------------------------------------------------------------

    API Testing and Certification Fees will be assessed (i) initially
per API for FIX, FXD and CTD in the month the EEM has been credentialed
to use one or more ports in the production environment for the tested
API, and (ii) each time an EEM initiates a change to its system that
requires testing and certification. API Testing and Certification Fees
will not be assessed in situations where the Exchange initiates a
mandatory change to the Exchange's system that requires testing and
certification. The fees represent costs incurred by the Exchange as it
works with each Member for testing and certifying that the Member's
software systems communicate properly with MIAX Emerald's interfaces.
MIAX Emerald has set a one-time fee so that MIAX Emerald Members will
know the full cost for the service prior to beginning to use such
services and thereby be more cost effective to the Members.
    API Testing and Certification Fees for EEM Clearing Firms will be
assessed (i) initially per API in the month the EEM Clearing Firm has
been credentialed to use one or more CTD Ports in the production
environment, and (ii) each time an EEM Clearing Firm initiates a change
to its system that requires testing and certification.
    API Testing and Certification Fees for Market Makers will be
assessed (i) initially per API for CTD and MEI in the month the Market
Maker has been credentialed to use one or more ports in the production
environment for the tested API and the Market Maker has been assigned
to quote in one or more classes, and (ii) each time a Market Maker
initiates a change to its system that requires testing and
certification.
    In order to provide an incentive to prospective Members to apply
early for membership and to engage in API testing and certification
such that they will be able to trade options on MIAX Emerald as soon as
possible, API Testing and Certification fees assessable to Members will
be waived by the Exchange for all interfaces for the Waiver Period. The
Exchange will submit a rule filing to the Commission to establish the
fee amount and any related requirements, and provide notice to
terminate the applicable Waiver Period. Even though the Exchange is
proposing to waive this particular fee during the Waiver Period, the
Exchange believes that is appropriate to provide market participants
with the overall structure of the fee by outlining the structure on the
Fee Schedule without setting forth a specific fee amount, so that there
is general awareness that the Exchange intends to assess such a fee in
the future, should the Waiver Period terminate and the Exchange
establish an applicable fee. The Exchange believes that its proposal to
waive this fee under this waiver structure is reasonable because this
waiver structure is identical to the waiver structure that is currently
in place at the Exchange's affiliate, MIAX PEARL.\71\
---------------------------------------------------------------------------

    \71\ See supra note 65.
---------------------------------------------------------------------------

API Testing and Certification Fee for Non-Members
    MIAX Emerald proposes to assess a one-time API Testing and
Certification fee per interface on third-party vendors, Service Bureaus
and other non-Members whose software interfaces with MIAX Emerald
software. As with Members, an API makes it possible for the software of
third-party vendors, Service Bureaus and other non-Members to
communicate with MIAX Emerald software applications, and is subject to
testing with, and certification by, MIAX Emerald. API Testing and
Certification Fees will be assessed (i) initially per API for FIX, FXD,
CTD and MEI in the month the non-Member has been credentialed to use
one or more ports in the production environment for the tested API, and
(ii) each time a Third Party Vendor, Service Bureau or other non-Member
initiates a mandatory change to its system that requires testing and
certification. API Testing and Certification Fees will not be assessed
in situations where the Exchange initiates a mandatory change to the
Exchange's system that requires testing and certification.
    Other exchanges, including Nasdaq PHLX, LLC and The Nasdaq Stock
Market LLC, charge a fee for similar services to Members and non-
Members.\72\ In order to provide an incentive to non-Members to engage
in early API testing and certification such that they will be able to
utilize the services of MIAX Emerald as soon as possible, API Testing
and Certification fees assessable to non-Members will be waived by the
Exchange for all interfaces for the Waiver Period. The Exchange will
submit a rule filing to the Commission to establish the fee amount and
any related requirements, and provide notice to terminate the
applicable Waiver Period. Even though the Exchange is proposing to
waive this particular fee during the Waiver Period, the Exchange
believes that is appropriate to provide market participants with the
overall structure of the fee by outlining the structure on the Fee
Schedule without setting forth a specific fee amount, so that there is
general awareness that the Exchange intends to assess such a fee in the
future, should the Waiver Period terminate and the Exchange establish
an applicable fee. The Exchange believes that its proposal to waive
this fee under this waiver structure is reasonable because this waiver
structure is identical to the waiver structure that is

currently in place at the Exchange's affiliate, MIAX PEARL.\73\
---------------------------------------------------------------------------

    \72\ See Nasdaq PHLX Options 7 Pricing Schedule, Section 9,
Other Member Fees, E. Testing Facilities.
    \73\ See supra note 65.
---------------------------------------------------------------------------

Member Network Testing and Certification Fee
    MIAX Emerald will establish electronic communication connections
with Individual Firms and proposes to assess Individual Firms a Testing
and Certification Fee for network connectivity. Member Network
Connectivity Testing and Certification Fees will be assessed (i)
initially per connection in the month the Individual Firm has been
credentialed to use any API or Market Data feeds in the production
environment utilizing the tested network connection, and (ii) each time
an Individual Firm initiates a change to its system that requires
network connectivity testing and certification. Network Connectivity
Testing and Certification Fees will not be assessed in situations where
the Exchange initiates a mandatory change to the Exchange's system that
requires testing and certification. Member Network Connectivity Testing
and Certification Fees will not be assessed for testing and
certification of connectivity to the Exchange's Disaster Recovery
Facility.
    The Exchange notes that the Emerald Express Network Interconnect
(``EENI'') \74\ is a network infrastructure which provides Members and
non-Members network connectivity to the trading platforms, market data
systems, test systems, and disaster recovery facility of the Exchange.
When utilizing a Shared \75\ cross-connect, the EENI can also be
configured to offer network connectivity to the trading platforms,
market data systems, test systems, and disaster recovery facilities of
MIAX and MIAX PEARL. When utilizing a Dedicated \76\ cross-connect, the
EENI can only be configured to offer network connectivity to the
trading platforms, market data systems, and test systems of the
Exchange. The EENI consists of the low latency and ultra-low latency
(``ULL'') connectivity options set forth in the Exchange's Fee
Schedule. Accordingly, Members utilizing Shared cross-connects to
connect to the trading platforms, market data systems, test systems,
and disaster recovery facilities of the Exchange and its affiliates,
MIAX and MIAX PEARL will only be assessed one Network Connectivity
Testing and Certification Fee per connection tested, regardless of the
trading platforms, market data systems, test systems, and disaster
recovery facilities accessed via such connection. The Exchange notes
that it has submitted a separate rule filing to the Commission to
establish the fee amounts and related requirements related to
connectivity for Members to the Exchange's primary/secondary
facility.\77\
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    \74\ ``EENI'' means the Emerald Express Network Interconnect,
which is a network infrastructure which provides Members and non-
Members network connectivity to the trading platforms, market data
systems, test systems, and disaster recovery facilities of MIAX
Emerald. When utilizing a Shared cross-connect, the EENI can also be
configured to offer network connectivity to the trading platforms,
market data systems, test systems, and disaster recovery facilities
of MIAX and MIAX PEARL. When utilizing a Dedicated cross-connect,
the EENI can only be configured to offer network connectivity to the
trading platforms, market data systems, and test systems of MIAX
Emerald. The EENI consists of the low latency and ultra-low latency
(``ULL'') connectivity options set forth in the Exchange's Fee
Schedule. See the Definitions Section of the Fee Schedule.
    \75\ ``Shared'' (cross-connect) means cross-connect that
provides network connectivity to the trading platforms, market data
systems, test systems, and/or disaster recovery facilities of MIAX
Emerald, MIAX and MIAX PEARL via a single, shared connection. The
following connections can be Shared across MIAX Emerald, MIAX and
MIAX PEARL: 1 Gigabit, 1 Gigabit Disaster Recovery, and 10 Gigabit
Disaster Recovery. See the Definitions Section of the Fee Schedule.
    \76\ ``Dedicated'' (cross-connect) means cross-connect that
provides network connectivity solely to the trading platforms,
market data systems, and test systems of MIAX Emerald. The following
connection is Dedicated to MIAX Emerald: 10 Gigabit ULL. See the
Definitions Section of the Fee Schedule.
    \77\ See Securities Exchange Act Release No. 85316 (March 14,
2019), SR-EMERALD-2019-11 (Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change to Adopt System Connectivity
Fees).
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    In order to provide an incentive to Individual Firms to engage in
early network connectivity testing and certification, such that they
will be able to utilize the services of MIAX Emerald as soon as
possible, Network Connectivity Testing and Certification fees
assessable to Individual Firms will be waived by the Exchange for the
Waiver Period. The Exchange will submit a rule filing to the Commission
to establish the fee amount and any related requirements, and provide
notice to terminate the applicable Waiver Period. Even though the
Exchange is proposing to waive this particular fee during the Waiver
Period, the Exchange believes that is appropriate to provide market
participants with the overall structure of the fee by outlining the
structure on the Fee Schedule without setting forth a specific fee
amount, so that there is general awareness that the Exchange intends to
assess such a fee in the future, should the Waiver Period terminate and
the Exchange establish an applicable fee. The Exchange believes that
its proposal to waive this fee under this waiver structure is
reasonable because this waiver structure is identical to the waiver
structure that was previously in place at the Exchange's affiliate,
MIAX PEARL.\78\
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    \78\ See supra note 65.
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Non-Member Network Testing and Certification Fee
    MIAX Emerald will establish electronic connections with and
proposes to assess Service Bureaus, Extranet Providers and other non-
Members a Testing and Certification Fee for network connectivity.
    Non-Member Network Connectivity Testing and Certification Fees will
be assessed (i) initially per connection in the month the Service
Bureau, Extranet Provider or other non-Member has been credentialed to
use any API or Market Data feeds in the production environment using
the tested network connection, and (ii) each time Service Bureau,
Extranet Provider or other non-Member initiates a change to its system
that requires network connectivity testing and certification.
    Network Connectivity Testing and Certification Fees will not be
assessed in situations where the Exchange initiates a mandatory change
to the Exchange's system that requires testing and certification. Non-
Member Network Connectivity Testing and Certification Fees will not be
assessed for testing and certification of connectivity to the
Exchange's Disaster Recovery Facility.
    The EENI is also available to non-Member subscribers. For non-
Member subscribers, when utilizing a Shared cross-connect, the EENI can
also be configured to offer network connectivity to the trading
platforms, market data systems, test systems, and disaster recovery
facilities of MIAX and MIAX PEARL. When utilizing a Dedicated cross-
connect, the EENI can only be configured to offer network connectivity
to the trading platforms, market data systems, and test systems of the
Exchange. The EENI consists of the low latency and ULL connectivity
options set forth in the Exchange's Fee Schedule. Accordingly, non-
Members utilizing Shared cross-connects to connect to the trading
platforms, market data systems, test systems, and disaster recovery
facilities of the Exchange and its affiliates, MIAX and MIAX PEARL will
only be assessed one Network Connectivity Testing and Certification Fee
per connection tested, regardless of the trading platforms, market data
systems, test systems, and disaster recovery facilities accessed via
such connection. The Exchange notes that it has submitted a separate
rule filing to the Commission to establish the fee amounts and related
requirements

related to connectivity for Members to the Exchange's primary/secondary
facility.\79\
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    \79\ See supra note 77.
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    The Member and non-Member Network Testing and Certification fees
represent installation and support costs incurred by the Exchange as it
works with each Member and non-Member to make sure there are
appropriate electronic connections with MIAX Emerald.
    In order to provide an incentive to Service Bureau, Extranet
Provider or other non-Members to engage in early network connectivity
testing and certification such that they will be able to utilize the
services of MIAX Emerald as soon as possible, Network Connectivity
Testing and Certification fees assessable to Service Bureau, Extranet
Provider or other non-Members will be waived by the Exchange for the
Waiver Period. The Exchange will submit a rule filing to the Commission
to establish the fee amount and any related requirements, and provide
notice to terminate the applicable Waiver Period. Even though the
Exchange is proposing to waive this particular fee during the Waiver
Period, the Exchange believes that is appropriate to provide market
participants with the overall structure of the fee by outlining the
structure on the Fee Schedule without setting forth a specific fee
amount, so that there is general awareness that the Exchange intends to
assess such a fee in the future, should the Waiver Period terminate and
the Exchange establish an applicable fee. The Exchange believes that
its proposal to waive this fee under this waiver structure is
reasonable because this waiver structure is identical to the waiver
structure that was previously in place at the Exchange's affiliate,
MIAX PEARL.\80\
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    \80\ See supra note 65.
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Pass-Through of External Connectivity Fees
    MIAX Emerald proposes to assess External Connectivity fees to
Members and non-Members that establish connections with MIAX Emerald
through a third-party. Fees charged to MIAX Emerald by third-party
external vendors on behalf of a Member or non-Member connecting to MIAX
Emerald (including cross-connects), will be passed through to the
Member or non-Member. External Connectivity fees include one-time set-
up fees, monthly charges, and other fees charged to MIAX Emerald by a
third-party for the benefit of a Member or non-Member.
    The purpose of the External Connectivity fee is to recoup costs
incurred by MIAX Emerald in establishing connectivity with external
vendors acting on behalf of a Member or non-Member. MIAX Emerald will
only pass-through the actual costs it is charged by the third-party
external vendors. Other exchanges, including MIAX, charge a fee for
similar services to Members and non-Members.\81\
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    \81\ See MIAX Fee Schedule, Section (5)(c), Pass-Through of
External Connectivity Fees.
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Port Fees
    Once network connectivity is established, MIAX Emerald proposes to
assess fees for access and services used by Members and non-Members via
connections known as ``Port.'' These proposed fees are similar to the
fees charged by other exchanges, including MIAX.\82\ MIAX Emerald
provides four (4) Port types, including (i) the FIX Port, which allows
Members to electronically send orders in all products traded on the
Exchange; (ii) the MEI Port, which allows Market Makers to submit
electronic orders and quotes to the Exchange; (iii) the CTD Port, which
provides real-time trade clearing information to the participants to a
trade on MIAX Emerald and to the participants' respective clearing
firms; and (iv) the FXD Port, which provides a copy of real-time trade
execution, correction and cancellation information through a FIX Port
to any number of FIX Ports designated by an EEM to receive such
messages.
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    \82\ See MIAX Fee Schedule, Section (5)(d), Port Fees.
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    MIAX Emerald will assess monthly Port Fees on Members and non-
Members in each month the market participant is credentialed to use a
Port in the production environment and based upon the number of
credentialed Ports that a user is entitled to use. MIAX Emerald has
Primary and Secondary Facilities and a Disaster Recovery Facility. Each
type of Port provides access to all three facilities for a single fee.
The Exchange notes that, unless otherwise specifically set forth in the
Fee Schedule, the Port Fees include the information communicated
through the Port. That is, unless otherwise specifically set forth in
the Fee Schedule, there is no additional charge for the information
that is communicated through the Port apart from what the user is
assessed for each Port.
    In order to provide an incentive to Members and non-Members to
connect to MIAX Emerald through the Ports such that they will be able
to utilize the services of MIAX Emerald as soon as possible, all Port
Fees (except for one) assessable to Port users will be waived by the
Exchange for the Waiver Period for such fees. The one Port Fee that the
Exchange does not propose to waive is the Limited Service MEI Ports
beyond the two (2) Limited Service MEI Ports per Matching Engine to
which they connect, allocated to MEI Port users (the ``Additional
Limited Service MEI Port Fee''). Specifically, the Exchange notes that
the MIAX Emerald Market Makers may request Additional Limited Service
MEI Ports for which MIAX Emerald will assess MIAX Emerald Market Makers
$50 per month per Additional Limited Service MEI Port for each Matching
Engine, as discussed below. Market Makers are limited to six Additional
Limited Service MEI Ports per Matching Engine, for a total of eight per
Matching Engine. For all other waived Port Fees, the Exchange will
submit a rule filing to the Commission to establish the fee amount and
any related requirements, and provide notice to terminate the
applicable Waiver Period. Even though the Exchange is proposing to
waive most of these fees during the Waiver Period, the Exchange
believes that is appropriate to provide market participants with the
overall structure of the fee by outlining the structure on the Fee
Schedule without setting forth a specific fee amount, so that there is
general awareness that the Exchange intends to assess such a fee in the
future, should the Waiver Period terminate and the Exchange establish
an applicable fee. The Exchange believes that its proposal to waive
most of these fee under this waiver structure is reasonable because
this waiver structure is identical to the waiver structure that was
previously in place at the Exchange's affiliate, MIAX PEARL.\83\
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    \83\ See supra note 65.
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FIX Port Fees
    The Exchange is proposing to structure its FIX Port as a monthly
fixed amount based on the number of credentialed FIX Ports, not tied to
transacted volume of the Member. Although one FIX Port gives access to
all products traded on MIAX Emerald, some Members may choose to use
more than one FIX Port. A FIX Port is an interface with MIAX Emerald
systems that enables the Port user to submit orders electronically to
MIAX Emerald. MIAX Emerald will assess monthly FIX Port on Members in
each month the Member is credentialed to use a FIX Port in the
production environment and based upon the number of credentialed FIX
Ports.

MEI Port Fees
    MIAX Emerald will offer different options of MEI Ports depending on
the services required by Market Makers. MIAX Emerald will assess
monthly MEI Port Fees on Market Makers based upon the number of classes
or class volume accessed by the Market Maker. Market Makers are
allocated two (2) Full Service MEI Ports \84\ and two (2) Limited
Service MEI Ports \85\ per Matching Engine to which they connect. The
Full Service MEI Ports, Limited Service MEI Ports and the additional
Limited Service MEI Ports all include access to the Exchange's Primary
and Secondary data centers and its Disaster Recovery center.
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    \84\ Full Service MEI Ports means a port which provides Market
Makers with the ability to send Market Maker simple and complex
quotes, eQuotes, and quote purge messages to the MIAX Emerald
System. Full Service MEI Ports are also capable of receiving
administrative information. Market Makers are limited to two Full
Service MEI Ports per Matching Engine. See the Definitions Section
of the Fee Schedule.
    \85\ Limited Service MEI Ports means a port which provides
Market Makers with the ability to send simple and complex eQuotes
and quote purge messages only, but not Market Maker Quotes, to the
MIAX Emerald System. Limited Service MEI Ports are also capable of
receiving administrative information. Market Makers initially
receive two Limited Service MEI Ports per Matching Engine. See the
Definitions Section of the Fee Schedule.
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    For the calculation of the monthly MEI Port Fees that apply to
Market Makers, the number of classes is defined as the greatest number
of classes the Market Maker was assigned to quote in on any given day
within the calendar month and the class volume percentage is based on
the total national average daily volume in classes listed on MIAX
Emerald in the prior calendar quarter.\86\ Newly listed option classes
are excluded from the calculation of the monthly MEI Port Fee until the
calendar quarter following their listing, at which time the newly
listed option classes will be included in both the per class count and
the percentage of total national average daily volume.
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