[Federal Register Volume 81, Number 157 (Monday, August 15, 2016)]
[Notices]
[Pages 54162-54166]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-19321]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78519; File No. SR-MIAX-2016-21]


Self-Regulatory Organizations; Miami International Securities 
Exchange LLC; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Amend Its Fee Schedule

August 9, 2016.
    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 July 29, 2016, Miami International Securities 
Exchange LLC (``MIAX'' 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 Options Fee 
Schedule (the ``Fee Schedule'').
    The text of the proposed rule change is available on the Exchange's 
Web site at http://www.miaxoptions.com/filter/wotitle/rule_filing, 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.

[[Page 54163]]

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

1. Purpose
    The Exchange proposes to amend its current MIAX Market Maker \3\ 
Sliding Scale for transaction fees to: (i) Modify the current Market 
Maker Sliding Scale table of Market Maker Transaction Fees in Section 
1)a)i) of the Fee Schedule, as described more fully below; and (ii) 
adopt a ``maker'' fee and a ``taker'' fee for the various Tiers in the 
Market Maker Sliding Scale, as described below.
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    \3\ The term ``Market Maker'' means any MIAX Market Maker 
including Registered Market Makers (``RMMs''), Primary Lead Market 
Makers (``PLMMs''), Lead Market Makers (``LMMs''), Directed Order 
Lead Market Makers (``DLMMs'') and Directed Primary Lead Market 
Makers (``DPLMMs''). See Exchange Rule 100. See also Fee Schedule, 
Footnote 1.
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    The Market Maker Sliding Scale for Transaction Fees reduces a 
Market Maker's per contract transaction fee based on the Market Maker's 
percentage of total national Market Maker volume of any options classes 
that trade on the Exchange during the calendar month, currently based 
on the following scale:

----------------------------------------------------------------------------------------------------------------
                                                                                   Per contract    Per contract
                     Tier                         Percentage of national market   fee for  penny   fee for  non-
                                                          maker volume                classes      penny classes
----------------------------------------------------------------------------------------------------------------
1.............................................  0.00%-0.05%.....................           $0.25           $0.29
2.............................................  Above 0.05%-0.50%...............            0.19            0.23
3.............................................  Above 0.50%-1.00%...............            0.12            0.16
4.............................................  Above 1.00%-1.50%...............            0.07            0.11
5.............................................  Above 1.50%.....................            0.05            0.09
----------------------------------------------------------------------------------------------------------------

    The Market Maker Sliding Scale applies to all Market Makers for 
transactions in all products except mini-options, with different per-
contract transaction fees established for Penny option classes and non-
Penny option classes. A Market Maker's initial $0.25 per contract rate 
in Penny classes and $0.29 per contract in non-Penny classes is reduced 
when the Market Maker reaches the volume thresholds set forth in the 
Market Maker Sliding Scale in a month. As a Market Maker's monthly 
volume increases, its per contract transaction fee decreases when the 
monthly volume thresholds described in the Market Maker Sliding Scale 
are achieved.
    The Exchange proposes to amend the Fee Schedule by deleting the 
current Market Maker Sliding Scale table, and to create two new tables 
based upon volume thresholds in the Priority Customer Rebate Program 
\4\ applicable to Members and their Affiliates (as defined below). One 
of the new tables will apply to Members and their Affiliates \5\ that 
are included in Priority Customer Rebate Program Volume Tier 3 or 
higher, and the other new table will apply to Members and their 
Affiliates that are not included in Priority Customer Rebate Program 
Volume Tier 3 or higher. Currently, the Fee Schedule provides 
discounted transaction fees for Members and their qualified Affiliates 
that achieve certain volume thresholds through the submission of 
Priority Customer Orders \6\ under the Exchange's Priority Customer 
Rebate Program.\7\ The current Fee Schedule describes the discounted 
fees in narrative text and footnotes to the table. The Exchange is 
proposing to delete this narrative text and parts of the footnotes to 
simply include the discounted transaction fees in the two new tables. 
The Market Maker sliding scale will continue to apply to MIAX Market 
Maker transaction fees in all products except mini-options. MIAX Market 
Makers will continue to be assessed a $0.02 per executed contract fee 
for transactions in mini-options. The purpose of basing the proposed 
two new tables on the volume thresholds in the Priority Customer Rebate 
Program is to clarify that the Exchange provides incentives for Members 
and their Affiliates to submit a greater number of Priority Customer 
Orders to the Exchange. The Exchange is simply deleting this 
information from the narrative text in the Fee Schedule and conveying 
it more simply and clearly in table format. The proposed language ``or 
higher,'' which replaces ``or 4,'' is intended to account for potential 
additional tiers in the Priority Customer Rebate Program that may be 
added in the future.
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    \4\ MIAX credits each Member the per contract amount resulting 
from each Priority Customer order transmitted by that Member which 
is executed electronically on the Exchange in all multiply-listed 
option classes (excluding QCC Orders, mini-options, Priority 
Customer-to-Priority Customer Orders, PRIME AOC Responses, PRIME 
Contra-side Orders, PRIME Orders for which both the Agency and 
Contra-side Order are Priority Customers, and executions related to 
contracts that are routed to one or more exchanges in connection 
with the Options Order Protection and Locked/Crossed Market Plan 
referenced in MIAX Rule 1400), provided the Member meets certain 
percentage thresholds in a month as described in the Priority 
Customer Rebate Program table. See Fee Schedule, Section 1)a)iii).
    \5\ For purposes of the MIAX Options Fee Schedule, the term 
``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 (``Affiliate''). See proposed new Footnote 1 to the Fee 
Schedule.
    \6\ The term ``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 account(s). A ``Priority 
Customer Order'' means an order for the account of a Priority 
Customer. See Exchange Rule 100.
    \7\ The Exchange will aggregate the trading activity of separate 
MIAX Market Maker firms for purposes of the sliding scale if there 
is at least 75% common ownership between the firms as reflected on 
each firm's Form BD, Schedule A. Any Member or its affiliates of at 
least 75% common ownership between the firms as reflected on each 
firm's Form BD, Schedule A, that qualifies for Priority Customer 
Rebate Program volume tiers 3 or 4 will be assessed $0.23 per 
contract for tier 1, $0.17 per contract for tier 2, $0.10 per 
contract for tier 3, $0.05 per contract for tier 4, and $0.03 per 
contract for tier 5 for transactions in standard options in Penny 
Pilot Classes. Any Member or its affiliates of at least 75% common 
ownership between the firms as reflected on each firm's Form BD, 
Schedule A, that qualifies for Priority Customer Rebate Program 
volume tiers 3 or 4 will be assessed $0.27 per contract for tier 1, 
$0.21 per contract for tier 2, $0.14 per contract for tier 3, $0.09 
per contract for tier 4, and $0.07 per contract for tier 5 for 
transactions in standard options in non-Penny Pilot classes. See Fee 
Schedule Section 1)a)i).
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    The Exchange also proposes to establish new percentage thresholds 
of national customer volume in the current Tiers in the Market Maker 
Sliding Scale. The new thresholds will be the same in each new table. 
Specifically, the Exchange proposes to establish new percentage 
thresholds of national customer volume in the Market Maker Sliding 
Scale as follows: (i) In Tier 1, from 0-0.0% to 0-0.075%; (ii) in Tier 
2, from above 0.075% to 0.60%; (iii) in Tier 3, from above 0.60% to 
1.00%; (iv) in Tier 4, from above 1.00% to 1.50%; and (v) in Tier 5, 
above 1.50%. These Tiers will apply to both new tables. The Exchange 
notes that a number of other

[[Page 54164]]

exchanges have tiered fee schedules that offer different transaction 
fee rates depending on the monthly average daily volume (``ADV'') of 
liquidity providing executions on their facilities.\8\
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    \8\ See Chicago Board Options Exchange, Incorporated (``CBOE'') 
Fee Schedule, p. 3; see also NASDAQ Options Market (``NOM'') Fees 
and Rebates, Chapter XV, Section 2.
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    The new tables will continue to list separate per contract 
transaction fees for Penny classes and non-Penny classes. The new 
tables will also establish, and the Exchange will assess, different 
fees to MIAX Market Makers that are ``makers'' and Market Makers that 
are ``takers'' in Penny and non-Penny classes. Market Makers that place 
resting liquidity, i.e., quotes or orders on the MIAX System,\9\ will 
be assessed the ``maker'' fees described in the new tables. MIAX Market 
Makers that execute against resting liquidity will be assessed a 
different, higher ``taker'' fee. This is distinguished from traditional 
``maker-taker'' models where ``makers'' typically receive a rebate and 
``takers'' do not; the Exchange is not proposing a rebate but instead 
is simply proposing to assess lower transaction fees to ``makers'' as 
compared to ``takers.'' It is, however, similar to the manner in which 
other exchanges assess fees for resting market maker liquidity.\10\
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    \9\ The term ``System'' means the automated trading system used 
by the Exchange for the trading of securities. See Exchange Rule 
100.
    \10\ The Exchange notes that maker-taker pricing has been 
adopted on at least one other exchange for certain classes of 
options. See, e.g., ISE Schedule of Fees, Section I. The Exchange's 
proposed maker fees are similar in that resting ISE liquidity from 
makers is charged lower fees than the fees for takers. ISE's maker-
taker fees are distinguished from the proposed MIAX maker-taker fees 
because the ISE maker-taker fee applies to ISE market maker orders 
sent to ISE by ISE Electronic Access Members, whereas the current 
Exchange proposal affords lower maker fees for resting quotes and 
orders submitted by Market Makers. Despite this distinction, the 
result is that MIAX will charge a lower fee for resting Market Maker 
liquidity, as ISE does today.
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    The revised Market Maker Sliding Scale proposed by the Exchange 
will be as follows:

                                Members and Their Affiliates in Priority Customer Rebate Program Volume Tier 3 or Higher
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                                                                                            Per contract fee for penny    Per contract fee for non-penny
                                                                                                      classes                         classes
                                                 Tier           Percentage thresholds    ---------------------------------------------------------------
                                                                                               Maker           Taker           Maker           Taker
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All MIAX Market Makers....................               1  0.00%-0.075%................           $0.21           $0.23           $0.25           $0.30
                                                         2  Above 0.075%-0.60%..........            0.15            0.22            0.19            0.27
                                                         3  Above 0.60%-1.00%...........            0.08            0.15            0.12            0.20
                                                         4  Above 1.00%-1.50%...........            0.04            0.06            0.08            0.12
                                                         5  Above 1.50%.................            0.02            0.04            0.06            0.10
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                              Members and Their Affiliates Not In Priority Customer Rebate Program Volume Tier 3 or Higher
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                                                                                            Per contract fee for penny    Per contract fee for non-penny
                                                                                                      classes                         classes
                                                 Tier           Percentage thresholds    ---------------------------------------------------------------
                                                                                               Maker           Taker           Maker           Taker
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All MIAX Market Makers \11\...............               1  0.00%-0.075%................           $0.23           $0.25           $0.27           $0.32
                                                         2  Above 0.075%-0.60%..........            0.17            0.24            0.21            0.29
                                                         3  Above 0.60%-1.00%...........            0.10            0.17            0.14            0.22
                                                         4  Above 1.00%-1.50%...........            0.06            0.08            0.10            0.14
                                                         5  Above 1.50%.................            0.04            0.06            0.08            0.12
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    The Exchange further proposes that the lower per contract ``maker'' 
fee for both Penny pilot classes and non-Penny pilot classes will apply 
to opening transactions, transactions resulting from quotes that 
uncross the Away Best Bid or Offer (``ABBO'') and to any other 
transaction that is not a taker transaction.
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    \11\ See MIAX Rule 100 for the definition of Registered Market 
Maker (``RMM''), Primary Lead Market Maker (``PLMM'') and Lead 
Market Maker (``LMM''). Directed Order Lead Market Maker (``DLMM'') 
and Directed Primary Lead Market Maker (``DPLMM'') are each a party 
to a transaction being allocated to the LMM or PLMM and are each the 
result of an order that has been directed to the LMM or PLMM.
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    For clarity and ease of reference, the Exchange is proposing to 
define the term ``Affiliate'' in the Fee Schedule as an affiliate of a 
Member of at least 75% common ownership between the firms as reflected 
on each firm's Form BD, Schedule A (``Affiliate''). This definition 
will be included in proposed new Footnote 1 to the Fee Schedule, and 
the term ``Affiliate'' will be used in subsequent text and footnotes in 
the Fee Schedule for brevity, clarity and ease of reference. The 
Exchange believes this simplifies and streamlines these sections of the 
Fee Schedule.
    The Exchange believes the proposed changes to the Market Maker 
Sliding Scale are objective because the proposed transaction fees are 
based on the achievement of stated volume thresholds, and on rewarding 
Market Makers that provide liquidity on the Exchange with the reduced 
``maker'' transaction fees. The specific volume thresholds of the tiers 
were set based upon business determinations and an analysis of current 
volume levels. The specific volume thresholds and rates were set in 
order to encourage MIAX Market Makers to reach for higher tiers. The 
Exchange believes that the proposed changes to the tiered fee schedule 
will cause Market Makers to display their quotes and orders on the 
Exchange, to improve the price and size of such quotes and orders, and 
thus increase the volume of contracts traded on the Exchange.
    As stated above, the Exchange does not propose a change in the 
corresponding fees for mini options. The proposed rule change is 
scheduled to become operative August 1, 2016.

[[Page 54165]]

2. Statutory Basis
    The Exchange believes that its proposal to amend its Fee Schedule 
is consistent with Section 6(b) of the Act \12\ in general, and 
furthers the objectives of Section 6(b)(4) of the Act,\13\ in that it 
is an equitable allocation of reasonable fees and other charges among 
Exchange members, and issuers and other persons using its facilities, 
and 6(b)(5) of the Act,\14\ in that it is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in facilitating transactions in securities, to 
remove impediments to and perfect the mechanisms of a free and open 
market and a national market system and, in general, to protect 
investors and the public interest.
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    \12\ 15 U.S.C. 78f(b).
    \13\ 15 U.S.C. 78f(b)(4).
    \14\ 15 U.S.C. 78f(b)(1) and (b)(5).
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    The proposed fee structure is equitable and not unfairly 
discriminatory because all similarly situated MIAX Market Makers are 
subject to the same fee structure, and access to the Exchange is 
offered on terms that are not unfairly discriminatory.
    Volume-based pricing models such as those currently maintained and 
proposed on the Exchange have been widely adopted by options exchanges 
and are equitable because they are open to all Members on an equal 
basis and provide additional benefits or discounts that are reasonably 
related to the value of an exchange's market quality associated with 
higher levels of market activity, such as higher levels of liquidity 
provision and/or growth patterns, and introduction of higher volumes of 
orders into the price and volume discovery processes.
    The Exchange's proposal to offer a reduced fee to Market Makers 
that provide liquidity in Penny and non-Penny options is also equitable 
and not unfairly discriminatory under the Act. While distinguished from 
the traditional ``maker-taker'' fee model under which an exchange pays 
a per-share rebate to their members to encourage them to place resting 
liquidity-providing quotes and orders on their trading systems, the 
instant proposal reflects a substantially similar fee structure that 
provides a reduced fee for ``makers.'' If an execution occurs, rather 
than giving the liquidity providing ``maker'' a rebate and assessing 
the ``taker'' that executes against that resting order a fee, the 
Exchange is simply proposing a reduced fee for ``makers'' as compared 
to ``takers.''
    The Exchange believes that the proposed maker-taker model is an 
important competitive tool for exchanges and directly or indirectly can 
provide better prices for investors. The proposed fee structure may 
narrow the MIAX Bid and Offer (``MBBO'') because the reduced fee for 
``makers'' effectively subsidizes, and thus encourages, the posting of 
liquidity. The Exchange believes that the reduced ``maker'' fees will 
also provide MIAX Market Makers with greater incentive to either match 
or improve upon the best price displayed on MIAX, all to the benefit of 
investors and the public in the form of improved execution prices.
    The use of volume-based incentives has long been accepted as an 
equitable and not unfairly discriminatory pricing practice employed at 
multiple competing options exchanges. In fact, the specific volume-
based incentives proposed here, a reduced fee for providing greater 
amounts of liquidity in Penny and non-Penny options (i.e., in the 
Priority Customer Rebate Program), is currently employed by other 
exchanges and it has been accepted as equitable and not unfairly 
discriminatory under the Act.\15\ The discounted fees for Members and 
their Affiliates that achieve the Tier 3 volume threshold or higher are 
equitable, reasonable and not unfairly discriminatory because they 
provide incentive for Members and their Affiliates to submit more 
orders to the Exchange, thus enhancing liquidity and removing 
impediments to and perfecting the mechanisms of a free and open market 
and a national market system. The proposed reduced maker fee is 
equitable and not unfairly discriminatory because it benefits all 
market participants by attracting valuable liquidity to the market and 
thereby enhancing the quality and efficiency of the MIAX marketplace. 
The market participants that post liquidity to the Book, thereby 
contributing to price discovery and size discovery while taking the 
risk of not receiving an execution by posting passive liquidity are 
justly rewarded with a lower transaction fee.
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    \15\ See, supra note 8. See also, NOM Fees and Rebates, Chapter 
XV, Section 2, and BATS BZX Exchange Fee Schedule (providing rebates 
for adding liquidity and charging fees for removing liquidity in 
securities at or above $1.00).
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    The Exchange's proposal to charge Market Makers who remove 
liquidity a higher fee is equitable and not unfairly discriminatory and 
follows a similar line of reasoning. It is common practice among 
options exchanges to differentiate between fees for adding liquidity 
and fees for removing liquidity, and such differentiation has been 
accepted as not unfairly discriminatory under the Act.\16\ The Exchange 
believes that the differentiation in pricing between ``makers'' and 
``takers'' is appropriate, because ``takers'' remove liquidity and 
benefit disproportionately from their executions compared to 
``makers,'' without assuming the obligations that ``makers'' assume in 
making continuous, two-sided markets, and without engaging in 
competitive price discovery and improvement in the same manner as 
``makers.'' Liquidity removers benefit from the price and size 
discovery function that liquidity providers have performed in posting 
their quotations and orders, and when executing against resting 
liquidity a ``taker'' is not taking the risk of an order or quote 
sitting unexecuted on the Book. The Exchange believes for these reasons 
that a ``taker'' fee that is higher than a ``maker'' fee or rebate is 
equitable, reasonable and not unfairly discriminatory, and thus 
consistent with the Act.
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    \16\ Id.
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    The lower fees charged for providing liquidity have been considered 
beneficial in that attracting this liquidity benefits all market 
participants by improving the overall quality of trading on the 
Exchange. The level of differentiation between the ``maker'' fee and 
the ``taker'' fee is also within the bounds of what has been accepted 
as not unfairly discriminatory under the Act. Finally, the proposed 
fees will be imposed equally among all participants.

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

    The Exchange does not believe that the proposed rule change will 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The Exchange 
believes that the proposed ``maker-taker'' model is an important 
competitive tool for the Exchange and directly or indirectly can 
provide better prices for investors. The proposed fee structure is 
intended to promote narrower spreads and greater liquidity at the best 
prices. The fee-based incentives for market participants to submit 
liquidity providing orders and quotes to the Exchange, and thereafter 
to improve the MBBO to ensure participation, should enable the Exchange 
to attract, and compete for, order flow with other exchanges.
    The Exchange notes that it operates in a highly competitive market 
in which market participants can readily favor competing venues if they 
deem fee levels at a particular venue to be

[[Page 54166]]

excessive. In such an environment, the Exchange must continually adjust 
its fees to remain competitive with other exchanges and to attract 
order flow. The Exchange believes that the proposed rule changes 
reflect this competitive environment because they modify the Exchange's 
fees in a manner that encourages market participants to provide 
liquidity and to send order flow to the Exchange.

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

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act,\17\ and Rule 19b-4(f)(2) \18\ thereunder. 
At any time within 60 days of the filing of the proposed rule change, 
the Commission summarily may temporarily suspend such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act. If the Commission takes such 
action, the Commission shall institute proceedings to determine whether 
the proposed rule should be approved or disapproved.
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    \17\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \18\ 17 CFR 240.19b-4(f)(2).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-MIAX-2016-21 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-MIAX-2016-21. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-MIAX-2016-21, and should be 
submitted on or before September 6, 2016.
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    \19\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-19321 Filed 8-12-16; 8:45 am]
 BILLING CODE 8011-01-P