[Federal Register Volume 82, Number 226 (Monday, November 27, 2017)]
[Notices]
[Pages 56089-56093]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-25471]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82127; File No. SR-IEX-2017-40]


Self-Regulatory Organizations; Investors Exchange LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Modify 
Its Fee Schedule, Pursuant to IEX Rule 15.110(a) and (c), To Adopt 
Pricing for Orders That Execute in an IEX Auction for IEX-Listed 
Securities

November 20, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on (date), the Investors Exchange LLC (``IEX'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II 
and III below, which Items have been prepared by the self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 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

    Pursuant to the provisions of Section 19(b)(1) under the Securities 
Exchange Act of 1934 (``Act''),\4\ and Rule 19b-4 thereunder,\5\ IEX is 
filing with the Commission a proposed rule change to modify its Fee 
Schedule, pursuant to IEX Rule 15.110(a) and (c), to adopt pricing for 
orders that execute in an IEX Auction \6\ for IEX-listed securities 
pursuant to Rule 11.350. Changes to the Fee Schedule pursuant to this 
proposal are effective upon filing, and will be operative once the 
Exchange begins conducting IEX Auctions in IEX-listed securities.\7\ 
The text of the proposed rule change is available at the Exchange's Web 
site at www.iextrading.com, at the principal office of the Exchange, 
and at the Commission's Public Reference Room.
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    \4\ 15 U.S.C. 78s(b)(1).
    \5\ 17 CRF 240.19b-4.
    \6\ IEX Auctions include the daily Opening and Closing Auctions 
(Rule 11.350(c) and (d), respectively), as well as IPO Auctions 
related to an initial public offering of securities (Rule 
11.350(e)), Halt Auctions following a regulatory halt (Rule 
11.350(e)), and Volatility Auctions following a trading pause 
pursuant to the Limit Up-Limit Down Plan (Rule 11.350(f)).
    \7\ See IEX Trader Alert #2017-015, available on the Exchange 
public Web site.
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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 self-regulatory organization 
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 self-regulatory organization 
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
    On August 10, 2017, the Commission approved a proposed rule change 
by the Exchange to adopt rules governing auctions, including 
dissemination of auction-related market data, for securities listed on 
the Exchange pursuant to Chapter 14 of the IEX Rule Book.\8\ The 
Exchange proposes to update its Fee Schedule, pursuant to IEX Rule 
15.110(a) and (c), to add new Fee Codes to identify the fees applicable 
to orders that execute in IEX Auctions. The IEX Auction processes are 
designed to maximize participation in the auctions in order to provide 
an efficient price discovery process and greater opportunity for 
execution at the official auction price. The Exchange believes that 
fees are an important component of the IEX Auction processes, in that 
execution fees can influence the trading behavior of Members by 
creating economic incentives (and disincentives) for Members that 
participate in IEX Auctions. Thus, the Exchange is proposing fees that 
are similarly designed to incentivize participation in IEX Auctions in 
order to further support an efficient price discovery process and 
greater opportunity for execution at the official auction price.
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    \8\ See Securities and Exchange Act Release No. 81316 (August 4, 
2017), 82 FR 37474 (August 10, 2017) (SR-IEX-2017-10).
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    The Exchange proposes to apply the following new Fee Codes:

 Executions in the Opening Auction \9\ will receive Fee Code 
``O''
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    \9\ See Rule 11.350(c).
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 Executions in the Closing Auction \10\ will receive Fee Code 
``C''
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    \10\ See Rule 11.350(d).

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[[Page 56090]]

 Executions in a Halt Auction \11\ or Volatility Auction \12\ 
will receive Fee Code ``H''
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    \11\ See Rule 11.350(e).
    \12\ See Rule 11.350(f).
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 Executions in an IPO Auction \13\ will receive Fee Code ``N''
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    \13\ See Rule 11.350(e).

    As proposed, non-displayed orders on the Continuous Book \14\ that 
are executed in an IEX Auction will receive the applicable auction Fee 
Code on their execution reports and will be subject to a fee of $0.0003 
per share (or 0.30% of total dollar value of the transaction calculated 
as the execution price multiplied by the number of shares executed in 
the transaction for shares executed below $1.00) (the ``Auction Match 
Fee''). Furthermore, all orders on the Auction Book \15\ that are 
executed in an IEX Auction will receive the applicable auction Fee Code 
on their execution reports and will also be subject to the Auction 
Match Fee of $0.0003 per share (or 0.30% of total dollar value of the 
transaction calculated as the execution price multiplied by the number 
of shares executed in the transaction for shares executed below $1.00).
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    \14\ See Rule 11.350(a)(4).
    \15\ See Rule 11.350(a)(1).
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    The Exchange believes that the proposed Auction Match Fee for non-
displayed orders on the Continuous Book and all orders on the Auction 
Book that are executed in an IEX Auction are designed to incentivize 
participation in IEX Auctions by providing a cost-effective execution 
mechanism that offers Members an opportunity to receive executions at 
the official opening, re-opening, or closing price of an IEX-listed 
security. The Exchange believes the proposed fees enhance the price 
discovery process by incentivizing Members to enter interest in IEX-
listed securities into IEX Auctions, rather than investing resources 
into developing and maintaining their own off-exchange internalization 
mechanisms, or utilizing the internalization mechanisms of competing 
brokers and alternative trading systems, and entering only the balance 
to participate in an IEX Auction.\16\ The Exchange believes 
incentivizing broader participation will increase overall liquidity in 
the IEX Auctions, and enhance the price discovery process, particularly 
in the Opening and Closing Auctions, which provide a critical price 
discovery mechanism to establish the official opening and closing 
prices for IEX-listed securities at the start and end of each trading 
day.
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    \16\ See, e.g., Exhibit F of Instinet LLC's Form ATS, which 
describes its MOC Crosses that match buy and sell orders for certain 
U.S. equity securities marked ``market on close''. See also, Table 6 
in Appendix A of Bats BZX Exchange's (``Bats'') response letter from 
Joanne Moffic-Silver, Executive Vice President, General Counsel, and 
Corporate Secretary, to Secretary Brent J. Fields, dated August 2, 
2017, in support of the proposed Bats Market Close. Table 6 
illustrates significant volume in shares of FedEx, Proctor & Gamble, 
and Cardinal Health that was executed at the official closing price 
at off exchange venues. See Securities and Exchange Act Release No. 
80683 (May 16, 2017), 82 FR 23320 (May 22, 2017) (SR-BatsBZX-2017-
34).
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    Moreover, orders that were displayed on the Continuous Book during 
the Pre-Market Session \17\ or Regular Market Session \18\ that are 
executed in the Opening Auction or Closing Auction, respectively, will 
receive the applicable auction Fee Code, as well as existing Fee Code L 
(Displayed Match Fee).\19\ Thus, such orders will not be charged a fee 
because, pursuant to the IEX Fee Schedule, to the extent a Member 
receives multiple Fee Codes on an execution, the lower fee shall 
apply.\20\ As with the existing fee structure for execution of 
transactions including displayed liquidity, this fee structure is 
designed to incentivize Members to send IEX aggressively priced 
displayable orders, thereby contributing to price discovery leading 
into IEX Auctions.
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    \17\ See Rule 1.160(z).
    \18\ See Rule 1.160(gg).
    \19\ The Exchange currently does not charge any fee to Members 
for executions on IEX that provide or take resting interest with 
displayed priority (i.e., an order or portion of a reserve order 
that is booked and ranked with display priority on the Order Book 
either as the IEX best bid or best offer (``BBO''), or at a less 
aggressive price). This pricing is referred to by the Exchange as 
``Displayed Match Fee'' with a Fee Code of `L' provided by the 
Exchange on execution reports. See the Investors Exchange Fee 
Schedule, available on the Exchange public Web site.
    \20\ See IEX Fee Schedule, Transaction Fees, bullet three. The 
Exchange also notes that there is no Continuous Book prior to a 
Halt, Volatility, or IPO auction, and thus no opportunity for a 
Member to have a displayed order on the Continuous Book that is 
executed in such auctions.
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    The Exchange notes that the Internalization Fee, Displayed Match 
Fee for non-displayed orders that remove displayed liquidity,\21\ and 
the exception to the Non-Displayed Match Fee for displayable orders 
that remove non-displayed resting interest upon entry,\22\ are not 
applicable to IEX Auctions. IEX Auctions are an aggregated match 
process where only the cumulative volume to buy and sell at various 
prices is considered, and thus there is no basis to distinguish between 
liquidity providers and liquidity removers, rendering the 
Internalization Fee, Displayed Match Fee for non-displayed orders that 
remove displayed liquidity, and the exception to the Non-Displayed 
Match Fee for displayable orders that remove non-displayed resting 
interest upon entry, inapplicable.
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    \21\ See supra note 19.
    \22\ The Exchange does not charge any fee to Members (on a per 
MPID basis) for executions on IEX that remove resting interest with 
non-displayed priority where (i) the liquidity removing order was 
displayable (i.e., the order would have booked and displayed if 
posted to the Order Book), and (ii) on a monthly basis, at least 90% 
of the liquidity removing MPID's aggregate executions of displayable 
orders provided liquidity during such calendar month. In such 
transactions, the liquidity providing non-displayed interest is 
subject to the Non-Displayed Match Fee.
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    The following table is designed to illustrate the various Fee Codes 
and execution fees that will be applied to orders that may be executed 
in an IEX Auction:

[[Page 56091]]



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                                                                                                                                                    Fee for  executions     Fee for  executions
          Order details                Opening  auction         Closing  auction        Halt/volatility  auction             IPO auction                  >=$1.00                 <$1.00
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Non-displayed orders resting on    O......................  C......................  Not applicable...............  Not applicable..............  $0.0003...............  0.30% of TDVT.\24\
 the Continuous Book that execute
 in the Opening or Closing
 Auction \23\.
Displayed orders resting on the    O, L...................  C, L...................  Not applicable...............  Not applicable..............  FREE..................  FREE.
 Continuous Book that execute in
 the Opening or Closing Auction.
All orders on the Auction Book     O......................  C......................  H............................  N...........................  $0.0003...............  0.30% of TDVT
 that execute in an IEX Auction.
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2. Statutory Basis
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    \23\ The Exchange notes that non-displayed orders resting on the 
Continuous Book that execute in the auction will no longer receive 
Fee Code ``I'', and will instead receive the applicable auction Fee 
Code. Orders taking or adding non-displayed liquidity prior to or 
after an IEX Auction, will continue to receive Fee Code I, either 
alone or in conjunction with other applicable Fee Codes.
    \24\ ``TDVT'' means the total dollar value of the transaction 
calculated as the execution price multiplied by the number of shares 
executed in the transaction. See IEX Fee Schedule, Definitions, 
bullet five.
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    IEX believes that the proposed rule change is consistent with the 
provisions of Section 6(b) \25\ of the Act in general, and furthers the 
objectives of Sections 6(b)(4) \26\ of the Act, in particular, in that 
it is designed to provide for the equitable allocation of reasonable 
dues, fees and other charges among its Members and other persons using 
its facilities.
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    \25\ 15 U.S.C. 78f.
    \26\ 15 U.S.C. 78f(b)(4).
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    IEX believes that its proposed pricing for orders executed in an 
IEX Auction is reasonable and equitable because, as discussed above, 
the proposed fees are designed to incentivize participation in IEX 
Auctions by providing a cost-effective execution mechanism that offers 
Members an opportunity to receive executions at the official opening, 
re-opening, or closing price of an IEX-listed security. The Exchange 
believes the proposed fees may also incentivize Members to enter more 
interest into IEX Auctions, rather than investing resources into 
developing and maintaining their own off-exchange internalization 
mechanisms, or utilizing the internalization mechanisms of competing 
brokers and alternative trading systems. The Exchange notes that it 
operates in a highly competitive market in which market participants 
can readily direct order flow to competing venues if they deem fee 
levels at a particular venue to be excessive. However, in the case of 
auctions, the primary listing market receives the majority of order 
flow seeking execution at the official opening, re-opening, and closing 
prices of its listed securities, because such price is generally 
established by its auction processes. As a result, the Exchange 
believes that, to date, the Nasdaq Stock Market (``Nasdaq'') and the 
New York Stock Exchange (``NYSE'') charge auction fees that are 
considerably higher than those charged during continuous trading, when 
accounting for the fact that fees for executions in the auction 
processes are assessed on both sides of each transaction, and a large 
portion of the fees collected for removing liquidity during continuous 
trading are largely earmarked to pay rebates to liquidity 
providers.\27\ Consequently, the Exchange believes there is 
considerable demand from market participants seeking an alternative to 
the primary market's auction processes, as evidenced by the recent 
proposal from Bats BZX Exchange, Inc. (``Bats'') to offer a closing 
process to match orders in non-listed securities at the official 
closing price published by the primary listing market (the ``Bats 
Market Close'').\28\ Therefore, the Exchange has designed its proposed 
fees to meet the demands of market participants by offering competitive 
pricing to compete for auction order flow with trading centers such as 
Bats (if the Bats Market Close is approved), as well as other off-
exchange facilities.\29\
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    \27\ For example, the Nasdaq Stock Market charges fees ranging 
between $0.0008-$0.0016 for orders executed in the Nasdaq Closing 
Cross, resulting in net fee capture ranging between $0.0016-$0.0032 
per share executed. In contrast, during continuous trading, Nasdaq 
pays rebates ranging between $0.0015-$0.00305 to liquidity providing 
orders, and charges a fee of $0.0030 to liquidity taking orders, 
resulting in net fee capture ranging between -$0.00005-$0.0015 per 
share executed. Similarly, NYSE charges fees ranging between 
$0.0008-$0.0011 for MOC and LOC orders executed in the NYSE Closing 
Auction, resulting in net fee capture ranging between $0.0016 and 
$0.0022 per share executed. In contrast, during continuous trading, 
NYSE pays a rebate ranging between $0.0010-$0.0022 to liquidity 
providing orders for non-market makers and non-Supplemental 
Liquidity providers, and assuming a member qualifies for the highest 
removal tier, NYSE charges $0.00275 to liquidity taking orders, 
resulting in net fee capture ranging between $0.00055-$0.00175 per 
share executed.
    \28\ See Securities and Exchange Act Release No. 80683 (May 16, 
2017), 82 FR 23320 (May 22, 2017) (SR-BatsBZX-2017-34).
    \29\ See supra note 16.
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    As discussed above, IEX also believes that it is appropriate, 
reasonable, and consistent with the Act not to charge a fee for an 
order executed in an IEX Auction that was displayed on the Continuous 
Book prior to the Opening or Closing Auction. As with the existing fee 
structure for the execution of transactions including displayed 
liquidity, this fee structure is designed to incentivize Members to 
send IEX aggressively priced displayable orders, thereby contributing 
to price discovery, consistent with the overall goal of enhancing 
market quality. IEX believes that, as with the existing Displayed Match 
Fee, not charging a fee for the execution of a previously displayed 
order is equitable and not unfairly discriminatory because it is 
designed to facilitate the entry of, and enhance execution 
opportunities for, displayable orders, thereby further incentivizing 
entry of displayed orders.
    Furthermore, the Exchange notes that the proposed fees are 
nondiscriminatory because they will apply uniformly to all Members, and 
all Members have an equal opportunity to submit any type of Auction 
Eligible Order,\30\--including both displayed and non-displayed orders 
on the Continuous Book, or orders that queue on the Auction Book--for 
execution in an IEX Auction, using the order types made available to 
all Members on a fair and equal basis. In addition, the Exchange 
believes that the proposed fees for IEX Auctions are appropriate, 
reasonable, and consistent with the Act, because such fees are within 
the range of transaction fees charged by other exchanges for their

[[Page 56092]]

respective Auction processes.\31\ Furthermore, although orders that 
execute in IEX Auctions may be subject to different fees than similar 
orders executed during continuous trading, the Exchange notes that 
other exchanges also charge differential pricing for orders that 
execute in their opening process.\32\ Moreover, as described above, the 
Exchange believes the proposed fees for orders executed in an IEX 
Auction are appropriate, reasonable, and consistent with the Act, 
because such fees are designed to incentivize participation in IEX 
Auctions, in order to provide an efficient price discovery process and 
greater opportunity for execution at the official auction price.
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    \30\ See Rule 11.350(a)(2).
    \31\ For example, the Nasdaq Stock Market charges fees ranging 
from $0.00085-$0.0015 for orders executed in the Nasdaq Opening 
Cross, including capping such fees at $35,000 per month for certain 
members, which includes crosses for listed and non-listed 
securities. Similarly, NYSE charges fees ranging from $0 for closing 
off-set orders and orders on the continuous book that are executed 
in the auction, to $0.0011 for MOC and LOC orders (for members that 
don't qualify for MOC/LC Tier 1 or 2).
    \32\ See id.
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    Additionally, the Exchange believes that its proposed Fee Codes for 
orders executed in an IEX Auction, which will be provided on execution 
reports, will provide transparency and predictability to Members as to 
the applicable transaction fees, because Members can determine which 
Fee Code is applicable to the execution of a particular order in an IEX 
Auction.
    As discussed above, the Exchange does not believe that it is 
appropriate to provide the Internalization Fee, or the Displayed Match 
Fee to non-displayed orders that execute in an IEX Auction, because IEX 
Auctions are an aggregated match process where only the cumulative 
volume to buy and sell at various prices is considered, and thus there 
is no basis to distinguish between liquidity providers and liquidity 
removers. Similarly, the Exchange does not believe that the exception 
to the Non-Displayed Match Fee for displayable orders that take resting 
interest upon entry is applicable in the context of an IEX Auction, 
since such orders are not able to remove resting interest on entry in 
an IEX Auction, because they are either queued on the Auction Book and 
not displayed, or resting displayed on the Continuous Book.\33\ 
Moreover, as noted above, the IEX Auctions are an aggregated match 
process where only the cumulative volume to buy and sell at various 
prices is considered, and thus there is no basis to distinguish between 
liquidity providers and liquidity removers, or their respective display 
status on the Auction Book.
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    \33\ The Exchange notes that it is of course possible for a 
displayed order to remove non-displayed liquidity during continuous 
trading on the Continuous Book; however, such execution would not be 
part of an IEX Auction, and would be subject to the Exchange's 
existing Fee Schedule.
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    In conclusion, the Exchange also submits that its proposed fee 
structure satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of 
the Act for the reasons discussed above in that it does not permit 
unfair discrimination between customers, issuers, brokers, or dealers, 
and is designed to promote just and equitable principles of trade, to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system and in general to protect investors 
and the public interest. Further, IEX believes that its proposal does 
not raise any new or novel issues that have not previously been 
considered by the Commission when approving the existing IEX fees, or 
the auction fees of other national securities exchanges.

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

    IEX 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 does not believe 
that the proposed rule change will impose any burden on intermarket 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. To the contrary, the Exchange believes that the 
proposed pricing structure will increase competition and draw 
additional volume to the Exchange for IEX Auctions. The Exchange 
operates in a highly competitive market in which market participants 
can readily favor competing venues if fee schedules at other venues are 
viewed as more favorable. Consequently, the Exchange believes that the 
degree to which IEX fees could impose any burden on competition is 
extremely limited, and does not believe that such fees would burden 
competition between Members or competing venues in a manner that is not 
necessary or appropriate in furtherance of the purposes of the Act.
    The Exchange does not believe that the proposed rule change will 
impose any burden on intramarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act because, while 
different fees are assessed in some circumstances, these different fees 
are not based on the type of Member entering the orders that execute in 
an IEX Auction, but based on the type of order entered, and all Members 
can submit any of IEX's permissible order types.

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) \34\ of the Act.
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    \34\ 15 U.S.C. 78s(b)(3)(A)(ii).
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    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 under 
Section 19(b)(2)(B) \35\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \35\ 15 U.S.C. 78s(b)(2)(B).
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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-IEX-2017-40 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-IEX-2017-40. This file 
number should be included in 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

[[Page 56093]]

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 Section, 100 F Street NE., 
Washington, DC 20549-1090. Copies of the filing will also be available 
for inspection and copying at the IEX's principal office and on its 
Internet Web site at www.iextrading.com. All comments received will be 
posted without change. Persons submitting comments are cautioned that 
we do not redact or edit personal identifying information from comment 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-IEX-
2017-40 and should be submitted on or before December 18, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\36\
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    \36\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-25471 Filed 11-24-17; 8:45 am]
BILLING CODE 8011-01-P