[Federal Register Volume 82, Number 45 (Thursday, March 9, 2017)]
[Notices]
[Pages 13157-13161]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-04600]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80148; File No. SR-MIAX-2017-10]


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

March 3, 2017.
    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 February 24, 2017, Miami International 
Securities Exchange LLC (``MIAX Options'' 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/rule-filings, 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 Exchange proposes to amend the Market Maker Sliding Scale 
(defined

[[Page 13158]]

below) contained in its Fee Schedule to increase certain ``taker'' fees 
for certain tiers assessed to MIAX Options Market Makers,\3\ as 
described below.
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    \3\ The term ``Market Makers'' refers to Lead Market Makers 
(``LMMs''), Primary Lead Market Makers (``PLMMs''), and Registered 
Market Makers (``RMMs'') collectively. See Exchange Rule 100. A 
Directed Order Lead Market Maker (``DLMM'') and Directed Primary 
Lead Market Maker (``DPLMM'') is a party to a transaction being 
allocated to the LMM or PLMM and is the result of an order that has 
been directed to the LMM or PLMM. See Fee Schedule, note 2.
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    Section (1)(a)(i) of the Fee Schedule sets forth the Exchange's 
Market Maker Sliding Scale for Market Maker Transaction Fees (the 
``Sliding Scale''). The Sliding Scale assesses a per contract 
transaction fee on a Market Maker for the execution of simple orders 
and quotes (collectively, ``simple orders'') and complex orders and 
quotes (collectively, ``complex orders''). The amount of the 
transaction fee is based on the Market Maker's percentage of total 
national market maker volume in all options classes that trade on the 
Exchange during a particular calendar month, and the Exchange 
aggregates the volume executed by Market Makers in both simple orders 
and complex orders for purposes of determining the applicable tier and 
corresponding per contract transaction fee amount.\4\ The Sliding Scale 
applies to all MIAX Options Market Makers for transactions in all 
products (except for mini-options, for which there are separate product 
fees), with fees established for option classes in the Penny Pilot 
Program \5\ (``penny option classes'') and separate fees for non-penny 
option classes, and further based on whether the Market Maker is acting 
as a ``maker'' or a ``taker'' \6\ in simple orders. Market Makers that 
place resting liquidity, i.e., quotes or orders on the MIAX Options 
System,\7\ are assessed the ``maker'' fee. Market Makers that execute 
against (remove) resting liquidity are assessed a higher ``taker'' fee. 
This is distinguished from traditional ``maker-taker'' models where 
``makers'' typically receive a rebate and ``takers'' are assessed a 
fee; the Exchange instead assesses lower transaction fees to ``makers'' 
as compared to ``takers,'' similar to the manner implemented at other 
exchanges.\8\
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    \4\ The calculation of the volume thresholds does not include 
QCC Orders, PRIME AOC Responses, and unrelated MIAX Market Maker 
quotes or unrelated MIAX Market Maker orders that are received 
during the Response Time Interval and executed against the PRIME 
Order. See Fee Schedule, page 2. For a further discussion of these 
exclusions, see Securities Exchange Act Release No. 78299 (July 12, 
2016), 81 FR 46734 (July 18, 2016)(SR-MIAX-2016-20).
    \5\ See Securities Exchange Act Release No. 78080 (June 15, 
2016), 81 FR 40377 (June 21, 2016) (SR-MIAX-2016-16).
    \6\ See Securities Exchange Act Release No. 78519 (August 9, 
2016), 81 FR 54162 (August 15, 2016) (SR-MIAX-2016-21).
    \7\ The term ``System'' means the automated trading system used 
by the Exchange for the trading of securities. See Exchange Rule 
100.
    \8\ The Exchange notes that similar maker-taker pricing is 
implemented at International Securities Exchange, LLC (``ISE''). 
ISE's Schedule of Fees, Section I, assesses maker fees to ISE market 
makers in its select symbols that are lower than its taker fees. 
ISE's fees are distinguished from the MIAX Options fees because the 
ISE fees apply to ISE market maker orders sent to ISE by ISE 
Electronic Access Members, whereas the Exchange's fees apply to 
quotes and orders submitted by Market Maker.
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    Further, the Exchange provides discounted transaction fees for 
Members \9\ and their qualified Affiliates \10\ that achieve certain 
volume thresholds through the submission of Priority Customer \11\ 
orders under the Exchange's Priority Customer Rebate Program 
(``PCRP''),\12\ which is set forth on two tables: One setting forth the 
transaction fees applicable to Members and their Affiliates that are in 
PCRP Volume Tier 3 or higher; and the other setting forth the 
transaction fees applicable to Members and their Affiliates that are 
not in PCRP Volume Tier 3 or higher. The Sliding Scale also includes 
maker and taker fees in both tables in each tier for simple orders in 
penny option classes and non-penny option classes.
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    \9\ The term ``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 
Exchange Rule 100.
    \10\ 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 Fee Schedule, note 1.
    \11\ 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.
    \12\ Under the PCRP, MIAX Options 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 Exchange 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.
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    The current Sliding Scale tables are as follows:

                                Members and Their Affiliates in Priority Customer Rebate Program Volume Tier 3 or Higher
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                                                                    Simple                                                   Complex
                                       -----------------------------------------------------------------------------------------------------------------
                                          Per contract fee for penny    Per contract fee for non-penny                                    Per contract
                                                    classes                         classes                                               surcharge for
                                       ----------------------------------------------------------------                                     removing
                                                                                                                                            liquidity
                       Percentage                                                                                                           against a
      Tier             thresholds                                                                        Per contract    Per contract   resting priority
                                                                                                         fee for penny   fee for non-   customer complex
                                             Maker           Taker           Maker           Taker          classes      penny classes    order on the
                                                                                                                                          strategy book
                                                                                                                                          for penny and
                                                                                                                                            non-penny
                                                                                                                                             classes
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                 All MIAX Market Makers
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1...............  $0.00-0.075.........           $0.21           $0.23           $0.25           $0.30           $0.25           $0.29             $0.10
2...............  Above 0.075-0.60....            0.15            0.22            0.19            0.27            0.19            0.23              0.10
3...............  Above 0.60-1.00.....            0.08            0.15            0.12            0.20            0.12            0.16              0.10
4...............  Above 1.00-1.50.....            0.04            0.06            0.08            0.12            0.07            0.11              0.10
5...............  Above 1.50..........            0.02            0.04            0.06            0.10            0.05            0.09              0.10
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[[Page 13159]]


                              Members and Their Affiliates Not in Priority Customer Rebate Program Volume Tier 3 or Higher
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                    Simple                                                   Complex
                                       -----------------------------------------------------------------------------------------------------------------
                                          Per contract fee for penny    Per contract fee for non-penny                                    Per contract
                                                    classes                         classes                                               surcharge for
                                       ----------------------------------------------------------------                                     removing
                                                                                                                                            liquidity
                       Percentage                                                                                                           against a
      Tier             thresholds                                                                        Per contract    Per contract   resting priority
                                                                                                         fee for penny   fee for non-   customer complex
                                             Maker           Taker           Maker           Taker          classes      penny classes    order on the
                                                                                                                                          strategy book
                                                                                                                                          for penny and
                                                                                                                                            non-penny
                                                                                                                                             classes
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                 All MIAX Market Makers
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1...............  0.00-0.075..........           $0.23           $0.25           $0.27           $0.32           $0.25           $0.29             $0.10
2...............  Above 0.075-0.60....            0.17            0.24            0.21            0.29            0.19            0.23              0.10
3...............  Above 0.60-1.00.....            0.10            0.17            0.14            0.22            0.12            0.16              0.10
4...............  Above 1.00-1.50.....            0.06            0.08            0.10            0.14            0.07            0.11              0.10
5...............  Above 1.50..........            0.04            0.06            0.08            0.12            0.05            0.09              0.10
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    The Exchange proposes to increase the taker fees as set forth in 
both tables below:

                                Members and Their Affiliates in Priority Customer Rebate Program Volume Tier 3 or Higher
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                    Simple                                                   Complex
                                       -----------------------------------------------------------------------------------------------------------------
                                          Per contract fee for penny    Per contract fee for non-penny                                    Per contract
                                                    classes                         classes                                               surcharge for
                                       ----------------------------------------------------------------                                     removing
                                                                                                                                            liquidity
                       Percentage                                                                                                           against a
      Tier             thresholds                                                                        Per contract    Per contract   resting priority
                                                                                                         fee for penny   fee for non-   customer complex
                                             Maker           Taker           Maker           Taker          classes      penny classes    order on the
                                                                                                                                          strategy book
                                                                                                                                          for penny and
                                                                                                                                            non-penny
                                                                                                                                             classes
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                 All MIAX Market Makers
--------------------------------------------------------------------------------------------------------------------------------------------------------
1...............  $0.00-0.075.........           $0.21           $0.23           $0.25           $0.30           $0.25           $0.29             $0.10
2...............  Above 0.075-0.60....            0.15            0.22            0.19            0.27            0.19            0.23              0.10
3...............  Above 0.60-1.00.....            0.08            0.19            0.12            0.23            0.12            0.16              0.10
4...............  Above 1.00-1.50.....            0.04            0.18            0.08            0.22            0.07            0.11              0.10
5...............  Above 1.50..........            0.02            0.17            0.06            0.21            0.05            0.09              0.10
--------------------------------------------------------------------------------------------------------------------------------------------------------


                              Members and Their Affiliates Not in Priority Customer Rebate Program Volume Tier 3 or Higher
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                    Simple                                                   Complex
                                       -----------------------------------------------------------------------------------------------------------------
                                          Per contract fee for penny    Per contract fee for non-penny                                    Per contract
                                                    classes                         classes                                               surcharge for
                                       ----------------------------------------------------------------                                     removing
                                                                                                                                            liquidity
                       Percentage                                                                                                           against a
      Tier             thresholds                                                                        Per contract    Per contract   resting priority
                                                                                                         fee for penny   fee for non-   customer complex
                                             Maker           Taker           Maker           Taker          classes      penny classes    order on the
                                                                                                                                          strategy book
                                                                                                                                          for penny and
                                                                                                                                            non-penny
                                                                                                                                             classes
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                 All MIAX Market Makers
--------------------------------------------------------------------------------------------------------------------------------------------------------
1...............  $0.00-0.075.........           $0.23           $0.25           $0.27           $0.32           $0.25           $0.29             $0.10
2...............  Above 0.075-0.60....            0.17            0.24            0.21            0.29            0.19            0.23              0.10
3...............  Above 0.60-1.00.....            0.10            0.21            0.14            0.25            0.12            0.16              0.10
4...............  Above 1.00-1.50.....            0.06            0.20            0.10            0.24            0.07            0.11              0.10
5...............  Above 1.50..........            0.04            0.19            0.08            0.23            0.05            0.09              0.10
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    The Exchange has determined to substantially reduce the magnitude 
of volume discounts that Market Makers achieve in Tiers 3, 4, and 5, as 
a taker for Members who are in the Priority Customer Rebate Program 
Volume Tier 3 or Higher and for Members who are not in the Priority 
Customer Rebate Program Volume Tier 3 or Higher. This significant, 
volume-based discount was designed to incentivize Market Makers to act 
as a taker on the Exchange.\13\ For business and competitive reasons, 
the Exchange now believes it is appropriate to reduce the magnitude of 
discounts. The Exchange is not eliminating the discounts entirely, but 
narrowing the ranges between the highest fee (assessed for Tier 1) and 
fees assessed in Tiers 3, 4, and 5) in each of the two tables. The 
proposed Market Maker taker fees are

[[Page 13160]]

generally in line with the Market Maker taker fees charged by other 
exchanges for executing simple orders at similar volume levels, 
including Exchanges that don't offer a volume discount for market maker 
taker volume.\14\
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    \13\ See Securities Exchange Act Release No. 78519 (August 9, 
2016), 81 FR 54162 (August 15, 2016)(SR-MIAX-2016-21).
    \14\ See ISE Schedule of Fees, Section I (ISE assesses Market 
Makers a taker fee of .44 per contract in Select Symbols); see also 
ISE Gemini (``Gemini'') Schedule of Fees, Section I (Gemini assesses 
Market Makers a taker fee of $.49 per contract in penny option 
classes and SPY for Tiers 1 through 3, with Tier 1 being total 
affiliated member ADV of up to 99,999 contracts, Tier 2 being total 
affiliated member ADV of between 100,00 [sic] and 224,999 contracts 
and Tier 3 being total affiliated member ADV of between 225,000 and 
349,999 contracts and $.48 per contact in penny options classes and 
SPY for Tier 4, which is total affiliated member ADV of 350,000 
contracts or more); see further Bats BZX Options Exchange (``BATS'') 
Fee Schedule, p. 1 (BATS assesses Market Maker a taker fee of $.50 
per contract in penny option classes and 1.07 per contract in non-
penny option classes).
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    The proposed rule change is scheduled to become operative March 1, 
2017.

2. Statutory Basis

    The Exchange believes that its proposed rule change is consistent 
with Section 6(b) of the Act \15\ in general, and furthers the 
objectives of Sections 6(b)(4) of the Act,\16\ in that it is an 
equitable allocation of reasonable fees and other charges among 
Exchange Members and other persons using its facilities, and Section 
6(b)(5) of the Act,\17\ 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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    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(4).
    \17\ 15 U.S.C. 78f(b)(5).
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    The proposed taker fee increase for the various tiers is equitable 
and not unfairly discriminatory because all similarly situated Market 
Makers are subject to the same fees and access to the Exchange is 
offered on terms that are not unfairly discriminatory. The Exchange 
initially set its taker fees at the various volume levels based upon 
business determinations and an analysis of current taker fees and 
volume levels at other exchanges. When the Exchange initially adopted 
taker fees,\18\ it set its higher tier taker fees much lower than other 
exchanges in order to encourage its Market Makers to reach for higher 
volume levels in order to achieve greater discounts. For competitive 
and business reasons, the Exchange believes that it no longer needs to 
offer such deep discounts in the higher tiers and desires to narrow the 
range between the lower and higher tiers with respect to the taker 
fees. The Exchange also believes that it is appropriate to increase 
taker fees to be more in line with competing exchanges. The Exchange 
notes that the increased taker fees are comparable to those assessed by 
other exchanges and that even with the increase, the Exchange's taker 
fees are still less than those assessed by such exchanges.\19\
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    \18\ See supra note 13.
    \19\ See supra note 14.
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    The Exchange's proposal to assess a higher fee to Market Makers 
that take liquidity in penny option and non-penny option classes is 
also reasonable, equitable and not unfairly discriminatory under the 
Act. While distinguished from the traditional ``maker-taker'' fee model 
under which an exchange pays a per-contract rebate to their members to 
encourage them to place resting liquidity by providing quotes and 
orders (``maker'') on their trading systems and assessing a fee that 
executes against a resting order (``taker''), the Exchange assesses a 
reduced fee for ``makers'' as compared to ``takers'' rather than giving 
the ``maker'' a rebate.
    The Exchange believes that the maker-taker pricing model is an 
important competitive tool for exchanges and directly or indirectly can 
provide better prices for investors. Such pricing models may narrow the 
MIAX Options Bid and Offer (``MBBO'') because the reduced fee for 
``makers'' effectively subsidizes, and thus encourages, the posting of 
liquidity, while the assessment of lower fees in higher tiers to 
``takers'' encourages Market Makers to provide order flow. The Exchange 
believes that this pricing model provides Market Makers with greater 
incentive to either match or improve upon the best price displayed on 
MIAX Options, all to the benefit of investors and the public in the 
form of improved execution prices.
    Further, the Exchange's assessment of a higher fee to Market Makers 
who remove liquidity is reasonable, 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.\20\ The Exchange believes that the differentiation in pricing 
between ``makers'' and ``takers'' is appropriate, because ``takers'' 
remove liquidity and benefit disproportionately from their executions 
as 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 assessing a higher ``taker'' fee for the various tiers for simple 
orders is equitable, reasonable and not unfairly discriminatory, and 
thus consistent with the Act.
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    \20\ Id.
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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 proposed fee 
structure is intended to promote narrower spreads and encourage the 
posting of liquidity (instead of taking liquidity), and thus should 
promote better prices. The proposed rule change should enable the 
Exchange to attract, and compete for, order flow with other exchanges 
and the higher fees for removing liquidity will encourage Market Makers 
to submit order flow that adds liquidity, not removes it.
    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 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 rather than remove liquidity from the 
market place.

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.

[[Page 13161]]

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act,\21\ and Rule 19b-4(f)(2) \22\ thereunder. 
At any time within 60 days of the filing of the proposed rule change, 
the Commission summarily may temporarily suspend such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act. If the Commission takes such 
action, the Commission shall institute proceedings to determine whether 
the proposed rule should be approved or disapproved.
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    \21\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \22\ 17 CFR 240.19b-4(f)(2).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-MIAX-2017-10 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-2017-10. 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-2017-10, and should be 
submitted on or before March 30, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-04600 Filed 3-8-17; 8:45 am]
BILLING CODE 8011-01-P