October 29, 2021

Ms. Vanessa Countryman
Secretary
Securities and Exchange Commission
100 F Street NE., Washington, DC 20549

Re: File Nos. SR-BOX-2021-22; SR-CBOE-2021-044; SR-C2-2021-012; SR-NASDAQ-2021-057; SR-ISE-2021-16; SR-Phlx-2021-39; SR-MIAX-2021-48; SR-EMERALD-2021-33; SR-PEARL-2021-48

Dear Ms. Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”)1 appreciates the opportunity to comment on the above-referenced proposed rule changes filed by the BOX Options Exchange, Inc (“BOX”), Cboe Exchange, Inc. (“CBOE Options”), Cboe C2 Exchange, Inc. (“C2”), Nasdaq Options Market LLC (“NOM”), Nasdaq ISE, LLC (“ISE”), Nasdaq PHLX LLC (“PHLX”), MIAX LLC (“MIAX”), MIAX Emerald, LLC (“MIAX Emerald”), and MIAX PEARL, LLC (“MIAX Pearl”) (collectively, the “Exchanges”) with the Securities and Exchange Commission (“Commission”) under Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”).2 Due to continued extremely high options trading volumes this year, Cboe Options, C2, MIAX, MIAX Pea1rl, and BOX in their filings all propose to decrease their Options Regulatory Fee (“ORF”) rates (“Reducing Exchanges”). Similarly, ISE, NOM and PHLX in their filings all propose to suspend their ORF charges from October 1, 2021 to January 31, 2022, and then recommence the ORF on February 1, 2022 subject to an assessment of whether their current ORF rates are set at the right level at that time (“Suspending Exchanges”). Unlike the other exchanges, however, MIAX Emerald proposes in its filing to increase its ORF rate (“Increasing Exchange”).

As discussed below, SIFMA supports the filings by the exchanges to reduce their ORF rates and suspend their ORF charges as mechanisms to align the exchanges’ revenue with their regulatory expenses in light of the significant options trading volume increase that has occurred since the beginning of the COVID-19 pandemic. Given these filings and the current options trading volumes, it is inconceivable that MIAX Emerald would seek to increase its ORF rate. Accordingly, SIFMA recommends that the Commission suspend the MIAX Emerald filing for the reasons set forth below.

1 SIFMA is the leading trade association for broker-dealers, investment banks, and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s nearly 1 million employees, we advocate for legislation, regulation and business policy, affecting retail and institutional investors, equity and fixed income markets and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA). For more information, visit http://www.sifma.org.

2 See Release No. 34-93045 (September 17, 2021), 86 FR 52937 (September 23, 2021) (SR-BOX-2021-22); Release No. 34-92597 (August 6, 2021), 86 FR 44451 (August 12, 2021) (SR-CBOE-2021-044); Release No. 34-92596 (August 6, 2021), 86 FR 44461 (August 12, 2021) (SR-C2-2021-012); Release No. 34-92600 (August 6, 2021), 86 FR 44455 (August 12, 2021) (SR-NASDAQ-2021-057); Release No. 34-92577 (August 5, 2021), 86 FR 44092 (August 11, 2021) (SR-ISE-2021-16); Release No. 34-92585 (August 5, 2021), 86 FR 44096 (August 11, 2021) (SR-Phlx-2021-39); Release No. 34-93368 (October 15, 2021), 86 FR 58356 (October 21, 2021) (SR-MIAX-2021-48); Release No. 34-93367 (October 15, 2021), 86 FR 58315 (October 21, 2021) (SR-EMERALD-2021-33); Release No. 34-93369 (October 15, 2021), 86 FR 58360 (October 21, 2021) (SR-PEARL-2021-48). SR-MIAX-2021-48 replaces SR-MIAX-2021-38, which was filed on August 12, 2021 and withdrawn on October 7, 2021. See Release No. 34-92725 (August 23, 2021), 86 FR 48260 (August 27, 2021) (Notice of Filing); Release No. 34-93304 (October 13, 2021), 85 FR 57866 (October 19, 2021) (Notice of Withdrawal). SR-EMERALD-2021-33 replaces SR-EMERALD-2021-27, which was filed on August 12, 2021 and withdrawn on October 7, 2021. See Release No. 34-92726 (August 23, 2021), 86 FR 48268 (August 27, 2021) (Notice of Filing); Release No. 34-93303 (October 13, 2021), 85 FR 57882 (October 19, 2021) (Notice of Withdrawal). SR-PEARL-2021-48 replaces SR-PEARL-2021-SIFMA Letter on File Nos. SR-BOX-2021-22; SR-CBOE-2021-044; SR-C2-2021-012; SR-NASDAQ-2021-057; SR-ISE-2021-16; SR-Phlx-2021-39; SR-MIAX-2021-48; SR-EMERALD-2021-33; SRPEARL-2021-48