Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices 40583 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3The 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. 

4The calculation of the volume thresholds does 

not include QCC and cQCC Orders, PRIME and 

cPRIME 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 (‘‘PRIME Participating Quotes or Orders’’) 

and unrelated MIAX Market Maker complex quotes 

or unrelated MIAX Market Maker complex orders 

that are received during the Response Time Interval 

and executed against a cPRIME Order (‘‘cPRIME 

Participating Quote or Order’’) (herein ‘‘Excluded 

Contracts’’). See Fee Schedule, page 2. 

5See Securities Exchange Act Release No. 83515 

(June 25, 2018), 83 FR 30786 (June 29, 2018) (SR– 

MIAX–2018–12). 

annual burden-hours incurred, 

approximately 8 hours would be spent 

by administrative assistants at an hourly 

rate of $82, and approximately 4 hours 

would be spent by internal counsel at an 

hourly rate of $422, for a total 

annualized internal cost of compliance 

of $2,344 for each of the covered entities 

(8 × $82 = $656; 4 × $422 = $1,688; $656 

+ $1,688 = $2,344). Hourly cost of 

compliance estimates for administrative 

assistant time are derived from the 

Securities Industry and Financial 

Markets Association’s Office Salaries in 

the Securities Industry 2013, modified 

by SEC staff to account for an 1,800- 

hour work-year and multiplied by 2.93 

to account for bonuses, firm size, 

employee benefits and overhead. Hourly 

cost of compliance estimates for internal 

counsel time are derived from the 

Securities Industry and Financial 

Markets Association’s Management & 

Professional Earnings in the Securities 

Industry 2013, modified by SEC staff to 

account for an 1,800-hour work-year 

and multiplied by 5.35 to account for 

bonuses, firm size, employee benefits, 

and overhead. Accordingly, SEC staff 

estimates that the total annualized 

internal cost of compliance for the 

estimated total hour burden for the 

approximately 20,465 covered entities 

subject to the Rule is approximately 

$47,969,960 ($2,344 × 20,465 = 

$47,969,960). 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimates of the burden of the proposed 

collection of information; (c) ways to 

enhance the quality, utility, and clarity 

of the information collected; and (d) 

ways to minimize the burden of the 

collection of information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology. 

Consideration will be given to 

comments and suggestions submitted in 

writing within 60 days of this 

publication. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Candace 

Kenner, 100 F Street NE, Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: August 9, 2018. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–17488 Filed 8–14–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83812; File No. SR–MIAX– 

2018–21] 

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, 2018. 

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 31, 2018, 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. 

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 website at 

http://www.miaxoptions.com/rulefilings, 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 

below) contained in its Fee Schedule, 

and assessed to MIAX Options Market 

Makers,3 to (i) modify certain volume 

thresholds, and (ii) increase certain 

Maker (as defined below) fees in certain 

Tiers for options transactions in Penny 

classes (as defined below) executed in 

the simple order book. 

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 

percentage threshold by tier 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, or total aggregated volume 

(‘‘TAV’’), 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 standard 

option classes in the Penny Pilot 

Program 5 (‘‘Penny classes’’) and 

separate fees for standard option classes 

which are not in the Penny Pilot 


daltland on DSKBBV9HB2PROD with NOTICES
40584 Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices 

6See Securities Exchange Act Release No. 78519 

(August 9, 2016), 81 FR 54162 (August 15, 2016) 

(SR–MIAX–2016–21). 

7The term ‘‘System’’ means the automated 

trading system used by the Exchange for the trading 

of securities. See Exchange Rule 100. 

8The Exchange notes that similar maker-taker 

pricing is implemented at Nasdaq ISE, LLC (‘‘ISE’’). 

See Nasdaq ISE Fee Schedule, Section I Regular 

Order Fees and Rebates. 

9The 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. 

10For purposes of the MIAX Options Fee 

Schedule, the term ‘‘Affiliate’’ means (i) 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’’), or (ii) the Appointed 

Market Maker of an Appointed EEM (or, conversely, 

the Appointed EEM of an Appointed Market 

Maker). An ‘‘Appointed Market Maker’’ is a MIAX 

Market Maker (who does not otherwise have a 

corporate affiliation based upon common 

ownership with an EEM) that has been appointed 

by an EEM and an ‘‘Appointed EEM’’ is an EEM 

(who does not otherwise have a corporate affiliation 

based upon common ownership with a MIAX 

Market Maker) that has been appointed by a MIAX 

Market Maker, pursuant to the following process. A 

MIAX Market Maker appoints an EEM and an EEM 

appoints a MIAX Market Maker, for the purposes 

of the Fee Schedule, by each completing and 

sending an executed Volume Aggregation Request 

Form by email to membership@miaxoptions.com no 

later than 2 business days prior to the first business 

day of the month in which the designation is to 

become effective. Transmittal of a validly 

completed and executed form to the Exchange along 

with the Exchange’s acknowledgement of the 

effective designation to each of the Market Maker 

and EEM will be viewed as acceptance of the 

appointment. The Exchange will only recognize one 

designation per Member. A Member may make a 

designation not more than once every 12 months 

(from the date of its most recent designation), which 

designation shall remain in effect unless or until the 

Exchange receives written notice submitted 2 

business days prior to the first business day of the 

month from either Member indicating that the 

appointment has been terminated. Designations will 

become operative on the first business day of the 

effective month and may not be terminated prior to 

the end of the month. Execution data and reports 

will be provided to both parties. See Fee Schedule, 

note 1. 

11The 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. 

12Under 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, in simple or complex as applicable, 

QCC and cQCC Orders, mini-options, Priority 

Customer-to-Priority Customer Orders, C2C and 

cC2C Orders, PRIME and cPRIME AOC Responses, 

PRIME and cPRIME Contra-side Orders, PRIME and 

cPRIME 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. 

Program (‘‘non-Penny classes’’), and 

further based on whether the Market 

Maker is acting as a ‘‘Maker’’ or a 

‘‘Taker’’ in simple orders.6 Market 

Makers that place resting liquidity, i.e., 

quotes or orders on the MIAX Options 

System,7 are assessed the ‘‘maker’’ fee 

(each a ‘‘Maker’’). Market Makers that 

execute against (remove) resting 

liquidity are assessed a higher ‘‘taker’’ 

fee (each a ‘‘Taker’’). This is 

distinguished from traditional ‘‘makertaker’’ 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

Further, the Exchange provides 

certain discounted Market Maker 

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 classes and nonPenny classes where the fees are 

discounted/differentiated between the 

tables. 

The current Sliding Scale tables are as 

follows: 

MEMBERS AND THEIR AFFILIATES IN PRIORITY CUSTOMER REBATE PROGRAM VOLUME TIER 3 OR HIGHER

Tier Percentage thresholds 

Simple Complex 

Per contract fee for 

penny classes 

Per contract fee for 

non-penny classes Per 

contract 

fee for 

penny 

classes 

Per 

contract 

fee for 

nonpenny 

classes 

Per contract surcharge for removing 

liquidity against a 

resting priority 

customer complex 

order on the strategy 

book for penny and 

non-penny classes 

Maker Taker Maker Taker 

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

Tier Percentage thresholds 

Simple Complex 

Per contract fee for 

penny classes 

Per contract fee for 

non-penny classes Per 

contract 

fee for 

penny 

classes 

Per 

contract 

fee for 

nonpenny 

classes 

Per contract surcharge for removing 

liquidity against a 

resting priority 

customer complex 

order on the strategy 

book for penny and 

non-penny classes 

Maker Taker Maker Taker 

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 


daltland on DSKBBV9HB2PROD with NOTICES
Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices 40585 

MEMBERS AND THEIR AFFILIATES NOT IN PRIORITY CUSTOMER REBATE PROGRAM VOLUME TIER 3 OR HIGHER— 

Continued 

Tier Percentage thresholds 

Simple Complex 

Per contract fee for 

penny classes 

Per contract fee for 

non-penny classes Per 

contract 

fee for 

penny 

classes 

Per 

contract 

fee for 

nonpenny 

classes 

Per contract surcharge for removing 

liquidity against a 

resting priority 

customer complex 

order on the strategy 

book for penny and 

non-penny classes 

Maker Taker Maker Taker 

5 Above 1.50 ........................... 0.04 0.19 0.08 0.23 0.05 0.09 0.10 

First, the Exchange proposes to 

modify the monthly volume thresholds 

in the Market Maker Sliding Scale in 

both the table setting forth the 

transaction fees applicable to Members 

and their Affiliates that are in PCRP 

Volume Tier 3 or higher; and in the 

second table setting forth the transaction 

fees applicable to Members and their 

Affiliates that are not in PCRP Volume 

Tier 3 or higher. Specifically, the 

Exchange proposes to adjust the 

percentage threshold of Tier 2 from 

above 0.075% up to 0.60% of the total 

monthly volume executed by the 

Member on MIAX Options, not 

including Excluded Contracts, divided 

by the TAV, to become above 0.075% 

up to 0.70% of the total monthly 

volume executed by the Member on 

MIAX Options, not including Excluded 

Contracts, divided by the TAV. The 

Exchange proposes to adjust the 

percentage threshold of Tier 3 from 

above 0.60% up to 1.00% of the total 

monthly volume executed by the 

Member on MIAX Options, not 

including Excluded Contracts, divided 

by the TAV, to become above 0.70% up 

to 1.10% of the total monthly volume 

executed by the Member on MIAX, not 

including Excluded Contracts, divided 

by the TAV. The Exchange proposes to 

adjust the percentage threshold of Tier 

4 from above 1.00% up to 1.50% of the 

total monthly volume executed by the 

Member on MIAX Options, not 

including Excluded Contracts, divided 

by the TAV, to become above 1.10% up 

to 1.50% of the total monthly volume 

executed by the Member on MIAX 

Options, not including Excluded 

Contracts, divided by the TAV. The 

Exchange does not propose any 

adjustment to the percentage thresholds 

of Tier 1 or Tier 5. 

Second, the Exchange proposes to 

increase the Maker fees in the Market 

Maker Sliding Scale, in Tiers 2, 3, 4 and 

5 for Penny classes, for Members and 

their Affiliates that are in PCRP Volume 

Tier 3 or higher and also for Members 

and their Affiliates not in PCRP Volume 

Tier 3 or higher. For options 

transactions in Penny classes by 

Members and their Affiliates that are in 

PCRP Volume Tier 3 or higher, the 

Exchange proposes to increase the 

Maker fee in Tier 2 from $0.15 to $0.16, 

in Tier 3 from $0.08 to $0.10, in Tier 4 

from $0.04 to $0.05 and in Tier 5 from 

$0.02 to $0.03. For options transactions 

in Penny classes by Members and their 

Affiliates that are not in PCRP Volume 

Tier 3 or higher, the Exchange proposes 

to increase the Maker fee in Tier 2 from 

$0.17 to $0.18, in Tier 3 from $0.10 to 

$0.12, in Tier 4 from $0.06 to $0.07 and 

in Tier 5 from $0.04 to $0.05. 

With all proposed changes Section 

1)a)i of the Fee Schedule shall be the 

following: 

MEMBERS AND THEIR AFFILIATES IN PRIORITY CUSTOMER REBATE PROGRAM VOLUME TIER 3 OR HIGHER

Tier Percentage thresholds 

Simple Complex 

Per contract fee for 

penny classes 

Per contract fee for 

non-penny classes Per 

contract 

fee for 

penny 

classes 

Per 

contract 

fee for 

nonpenny 

classes 

Per contract surcharge for trading 

against a priority customer complex order 

for penny and nonpenny classes Maker * Taker Maker * Taker 

All MIAX Market Makers 1 0.00–0.075 ........................... $0.21 $0.23 $0.25 $0.30 $0.25 $0.32 $0.12 

2 Above 0.075–0.70 ................ 0.16 0.22 0.19 0.27 0.24 0.29 0.12 

3 Above 0.70–1.10 .................. 0.10 0.19 0.12 0.23 0.21 0.25 0.12 

4 Above 1.10–1.50 .................. 0.05 0.18 0.08 0.22 0.20 0.24 0.12 

5 Above 1.50 ........................... 0.03 0.17 0.06 0.21 0.19 0.23 0.12 

MEMBERS AND THEIR AFFILIATES NOT IN PRIORITY CUSTOMER REBATE PROGRAM VOLUME TIER 3 OR HIGHER

Tier Percentage thresholds 

Simple Complex 

Per contract fee for 

penny classes 

Per contract fee for 

non-penny classes Per contract fee 

for penny 

classes 

Per contract fee 

for nonpenny 

classes 

Per contract surcharge for trading 

against a priority customer complex order 

for penny and nonpenny classes Maker * Taker Maker * Taker 

All MIAX Market Makers 1 0.00–0.075 ........................... 0.23 0.25 0.27 0.32 0.25 0.32 0.12 

2 Above 0.075–0.70 ................ 0.18 0.24 0.21 0.29 0.24 0.29 0.12 

3 Above 0.70–1.10 .................. 0.12 0.21 0.14 0.25 0.21 0.25 0.12 

4 Above 1.10–1.50 .................. 0.07 0.20 0.10 0.24 0.20 0.24 0.12 

5 Above 1.50 ........................... 0.05 0.19 0.08 0.23 0.19 0.23 0.12 


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40586 Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices 

13 15 U.S.C. 78f(b). 

14 15 U.S.C. 78f(b)(4). 

15 15 U.S.C. 78f (b)(5). 

16See NYSE American LLC (‘‘NYSE American’’) 

Fee Schedule, p. 11. The NYSE American Market 

Maker Sliding Scale Tier 1 percentage threshold is 

from 0.00% to 0.20%, with a per contract non-take 

volume fee of $0.25 and a per contract take volume 

fee of $0.25, the Tier 2 percentage threshold is from 

greater than 0.20% to 0.65%, with a per contract 

non-take volume fee of $0.22 and a per contract take 

volume fee of $0.24, the Tier 3 percentage threshold 

is from greater than 0.65% to 1.40%, with a per 

contract non-take volume fee of $0.12 and a per 

contract take volume fee of $0.17, the Tier 4 

percentage threshold is from greater than 1.40% to 

2.00%, with a per contract non-take volume fee of 

$0.09 and a per contract take volume fee of $0.14, 

and the Tier 5 percentage threshold is greater than 

2.020%, with a per contract non-take volume fee of 

$0.06 and a per contract take volume fee of $0.09. 

See also Cboe Exchange, Inc. (‘‘CBOE’’) Fees 

Schedule, p. 3. The CBOE Liquidity Provider 

Sliding Scale Tier 1 percentage threshold is from 

0.00% to 0.05%, with a transaction fee per contract 

of $0.23, the Tier 2 percentage threshold is from 

above 0.05% to 0.80%, with a transaction fee per 

contract of $0.17, the Tier 3 percentage threshold 

is from above 0.80% to 1.50%, with a transaction 

fee per contract of $0.10, the Tier 4 percentage 

threshold is from above 1.50% to 2.25%, with a 

transaction fee per contract of $0.05, and the Tier 

5 percentage threshold is above 2.25%, with a 

transaction fee per contract of $0.03. 

17 Id. 

The proposed rule change is 

scheduled to become operative August 

1, 2018. 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its fee schedule is 

consistent with Section 6(b) of the Act 13

in general, and furthers the objectives of 

Section 6(b)(4) of the Act,14 in that it is 

an equitable allocation of reasonable 

dues, fees and other charges among 

Exchange members and issuers and 

other persons using its facilities. The 

Exchange also believes the proposal 

furthers the objectives of Section 6(b)(5) 

of the Act,15 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 and is not designed to 

permit unfair discrimination between 

customer, issuers, brokers and dealers. 

The Exchange believes that the 

proposed changes to the Tier percentage 

thresholds in the Market Maker Sliding 

Scale are consistent with Section 6(b)(4) 

and 6(b)(5) of the Act in that they are 

fair, equitable and not unfairly 

discriminatory because they apply 

equally to all MIAX Options Market 

Makers. All MIAX Options Market 

Makers are subject to the same fee 

schedule, and access to the Exchange is 

offered on terms that are not unfairly 

discriminatory. 

The Exchange believes that the 

proposed changes to the Tier percentage 

thresholds in the Market Maker Sliding 

Scale are consistent with Section 6(b)(5) 

of the Act in that they promote equitable 

access to the Exchange for all market 

participants. To the extent that MIAX 

Options Marker Maker volume is 

increased by the proposal, market 

participants will increasingly compete 

for the opportunity to trade on the 

Exchange including sending more 

orders and quotes to the Exchange. The 

resulting increased volume and 

liquidity will benefit all Exchange 

participants by providing more trading 

opportunities and tighter spreads. 

The specific percentage thresholds of 

the Tiers for Market Makers as well as 

the fees are set based upon business 

determinations and an analysis of 

current volume levels. The Exchange 

believes that the proposed Maker fees 

are generally within the range of fees at 

other exchanges that have a comparable 

pricing structure.16 The percentage 

thresholds are intended to continue to 

incentivize MIAX Options Market 

Makers to increase the number of orders 

and quotes they send to the Exchange so 

that they can achieve the next threshold, 

and to encourage all market participants 

to send more orders and quotes as well. 

Increasing the number of orders and 

quotes sent to the Exchange will in turn 

provide tighter and more liquid markets, 

and therefore attract more business 

overall. Similarly, the different fees at 

the different Tier levels are based on an 

analysis of current revenue and volume 

levels and are intended to provide 

continued incentives to MIAX Options 

Market Makers to increase the volume of 

orders and quotes sent to, and contracts 

executed on, the Exchange. The specific 

volume thresholds of the Tiers and rates 

are set in order to encourage MIAX 

Options Market Makers to continue to 

reach for higher tiers. 

The proposed Maker fee increases in 

Penny Classes for simple orders in the 

specified Tiers is reasonable, equitable 

and not unfairly discriminatory because 

all similarly situated MIAX Options 

Market Makers are subject to the same 

tiered fees and access to the Exchange 

is offered on terms that are not unfairly 

discriminatory. For competitive and 

business reasons, the Exchange has kept 

its Maker fees for simple orders in 

Penny Classes lower than certain other 

options exchanges that operate 

comparable pricing models.17 The 

Exchange now believes that it is 

appropriate to increase those Maker fees 

so that they are more in line with other 

exchanges, and will still remain highly 

competitive such that they should 

enable the Exchange to continue to 

attract order flow and grow market 

share. While distinguished from the 

traditional ‘‘maker-taker’’ fee model 

under which an exchange pays a percontract 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. Further, 

Exchange’s proposal to assess a higher 

Maker fee is reasonable, equitable and 

not unfairly discriminatory because this 

would narrow the difference between 

the Maker and Taker fees, which would 

in turn benefit the public and investors 

by encouraging Market Makers to 

provide more order flow. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition 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 

Exchange believes that the proposed 

changes in the Tier structure in the 

Market Maker Sliding Scale should 

continue to encourage the provision of 

liquidity that enhances the quality of 

the Exchange’s markets and increases 

the number of trading opportunities on 

MIAX Options for all participants who 

will be able to compete for such 

opportunities. The proposed rule 

change should enable the Exchange to 

continue to attract and compete for 

order flow with other exchanges. 

However, this competition does not 

create an undue burden on competition 

but rather offers all market participants 

the opportunity to receive the benefit of 

competitive pricing. 

The proposed Maker fee increases are 

intended to keep the Exchange’s fees 

highly competitive with those of other 

exchanges, and to encourage liquidity 

and should enable the Exchange to 

continue to attract and compete for 

order flow with other exchanges which 

offer comparable Maker fees. 

The Exchange notes that it operates in 

a highly competitive market in which 

market participants can readily favor 

competing venues if they deem fee 


daltland on DSKBBV9HB2PROD with NOTICES
Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices 40587 

18 15 U.S.C. 78s(b)(3)(A)(ii). 

19 17 CFR 240.19b–4(f)(2). 20 17 CFR 200.30–3(a)(12). 

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. 

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,18 and Rule 

19b–4(f)(2) 19 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. 

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 rule-comments@

sec.gov. Please include File Number SR– 

MIAX–2018–21 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–MIAX–2018–21. 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 website (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 website 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 the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. 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–MIAX–2018–21, and 

should be submitted on or before 

September 5, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–17493 Filed 8–14–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33197; File No. 812–14838] 

Thrivent Financial for Lutherans, et al. 

August 9, 2018. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

under section 17(d) of the Investment 

Company Act of 1940 (the ‘‘Act’’) and 

rule 17d–1 under the Act to permit 

certain joint transactions otherwise 

prohibited by section 17(d) of the Act 

and rule 17d–1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit closed-end 

management investment companies to 

co-invest in portfolio companies with 

each other and with certain affiliated 

investment funds and accounts. 

APPLICANTS: Thrivent Financial for 

Lutherans (‘‘Thrivent Financial’’), 

Thrivent Asset Management, LLC 

(‘‘Thrivent Asset Management’’ and, 

together with Thrivent Financial, the 

‘‘Existing Advisers’’), and Thrivent 

Church Loan and Income Fund 

(‘‘Church Loan Fund’’ and, together 

with the Existing Advisers, the 

‘‘Applicants’’). 

FILING DATES: The application was filed 

on November 1, 2017, and amended on 

March 28, 2018 and June 22, 2018. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on September 4, 2018, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F St. 

NE, Washington, DC 20549–1090. 

Applicants: 625 Fourth Avenue South, 

Minneapolis, Minnesota 55415. 

FOR FURTHER INFORMATION CONTACT: Jill 

Ehrlich, Senior Counsel, at (202) 551– 

6819, or Andrea Ottomanelli Magovern, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Church Loan Fund is a 

Delaware statutory trust that will be 

registered as a non-diversified, closedend management investment company. 

The Church Loan Fund’s investment 


daltland on DSKBBV9HB2PROD with NOTICES