[Federal Register Volume 83, Number 209 (Monday, October 29, 2018)]
[Rules and Regulations]
[Pages 54234-54236]
[FR Doc No: 2018-23476]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 71

[Docket No. FAA-2017-1091; Airspace Docket No. 17-AWP-26]
RIN 2120-AA66

Amendment of Class D and Class E Airspace; Atwater, CA

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Final rule.

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SUMMARY: This action modifies Class D airspace and Class E airspace
extending upward from 700 feet above the surface at Castle Airport,
Atwater, CA. Additionally, the airport's geographic coordinates have
been updated to match the FAA's aeronautical database and the outdated
term Airport/Facility Directory is replaced with Chart Supplement in
Class D airspace. Airspace redesign is necessary as the FAA transitions
from ground-based to satellite-based navigation for the safety and
management of instrument flight rules (IFR) operations at this airport
due to the decommissioning of the El Nido VHF Omnidirectional Range/
Distance Measuring Equipment (VOR/DME).

DATES: Effective 0901 UTC, February 28, 2019. The Director of the
Federal Register approves this incorporation by reference action under
Title 1, Code of Federal Regulations, part 51, subject to the annual
revision of FAA Order 7400.11 and publication of conforming amendments.

ADDRESSES: FAA Order 7400.11, Airspace Designations and Reporting
Points, and subsequent amendments can be viewed on line at http://www.faa.gov/air_traffic/publications/. For further information, you can
contact the Airspace Policy Group, Federal Aviation Administration, 800
Independence Avenue SW, Washington, DC, 20591; telephone:<PHONE_NUMBER>.
The Order is also available for inspection at the National Archives and
Records Administration (NARA).
    For information on the availability of this material at NARA, call
202-741-6030, or go to https://www.archives.gov/federal-register/cfr/ibr-locations.html.
    FAA Order 7400.11, Airspace Designations and Reporting Points, is
published yearly and effective on September 15.

FOR FURTHER INFORMATION CONTACT: Richard Roberts, Federal Aviation
Administration, Operations Support Group, Western Service Center, 2200
S 216th St, Des Moines, WA 98198-6547; telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Authority for This Rulemaking

    The FAA's authority to issue rules regarding aviation safety is
found in Title 49 of the United States Code. Subtitle I, Section 106
describes the authority of the FAA Administrator. Subtitle VII,
Aviation Programs, describes in more detail the scope of the agency's
authority. This rulemaking is promulgated under the authority described
in Subtitle VII, Part A, Subpart I, Section 40103. Under that section,
the FAA is charged with prescribing regulations to assign the use of
airspace necessary to ensure the safety of aircraft and the efficient
use of airspace. This regulation is within the scope of that authority
as it modifies Class D and Class E airspace at Castle Airport, Atwater,
CA.

History

    The FAA published a notice of proposed rulemaking in the Federal
Register (83 FR 3100; January 23, 2018) for Docket No. FAA-2017-1091 to
amend Class D and Class E airspace extending upward from 700 feet above
the surface, at Castle Airport, Atwater, CA. Interested parties were
invited to participate in this rulemaking effort by submitting written
comments on the proposal to the FAA. Fifteen comments were received, of
which twelve were from local political organizations, aviation
companies, and the public. In addition, two were duplicates and one was
an illustration of a recommended amendment to the rulemaking proposal.
    Four commenters stated the reasons for the airspace modifications
were not clear. The FAA agrees and is including a clearer explanation
in the final rule. The proposed modifications are required to bring the
airspace into compliance with the common standards required by the FAA,
in its orders, directives and guidance. The FAA initiated modifications
to the Castle Airport airspace to ensure aircraft arriving Runway (RWY)
31 on the RNAV, VOR/DME, or ILS approaches descend through 1,000 feet
above ground level (AGL) within the Class D airspace; that IFR
departures from Castle Airport and Merced Regional/Macready Field have
adequate airspace to depart and that the minimum airspace needed for
safe and efficient terminal IFR and visual flight rules (VFR)
operations is maintained.
    Three commenters were concerned with the economic impact to local
businesses in Merced and Atwater, CA. Based on those comments, the FAA
considered the operational and economic advantages offered by both
Castle Airport, Atwater CA. and Merced Regional/Macready Field, Merced
CA., including the importance and interest to the commerce and welfare
of the respective communities. The FAA made accommodations, as
indicated below, in the design of the airspace.
    The Aircraft Owners and Pilots Association (AOPA) in its comments
stated that the Merced Regional/Macready Field Class E2 airspace
fulfilled the requirement to ensure the lateral boundary of the Castle
Airport Class D area is congruent with the beginning of controlled
airspace. The FAA agrees. However, the Merced Regional/Macready Field
Class E2 airspace does not provide the airspace needed to protect
aircraft on approach to Castle Airport as they descend through 1,000
feet AGL and meet FAA criteria for extensions of less than 2 miles.
Thus, the Class D airspace southwest lateral boundary, within the
Merced Regional/Macready Field Class E2 area, has been expanded to
coincide with the rail line and protects Castle Airport IFR arrivals.
AOPA further commented, ``In determining the final configuration of the
Castle Airport Class D airspace, it is important the safety and
operational impacts it would have on Merced Regional/Macready Field be
weighed as well.'' The FAA agrees all users have the public right of
freedom of transit through the NAS. Accordingly, while a sincere effort
was made to negotiate equitable solutions regarding the use of the NAS,
preservation and safety of aviation was the primary emphasis.
    We do not agree that defining the Class D lateral boundary from the
297[deg] bearing to the 147[deg] bearing meets the minimum FAA criteria
and provides the necessary safety for arrivals and departures from
Castle Airport. This configuration would not provide adequate airspace
for Castle Airport departures using the Diverse Vector Area or RWY 31
Obstacle Departure Procedure, as it would not meet FAA criteria and
provide 1.8 nm either side of the track to be flown.
    The FAA did agree that modifying the Class D southwest lateral
boundary to

the rail line will facilitate arrivals to and departures from Merced
Regional/Macready Field without affecting Castle Airport departures and
allow adequate airspace for the Castle Airport arrivals to RWY 31.
    AOPA also stated that the NPRM did not comply with FAA guidance in
Order JO 7400.2, Procedures for Handling Airspace Matters, because a
graphic was not included in the docket. Additionally, AOPA encouraged
the FAA to follow its own guidance by making the action effective date
concurrent with publication of the VFR Sectional.
    The FAA has determined AOPA's comments raised no substantive issues
related to the proposed changes to the airspace addressed in the NPRM.
To the extent the FAA failed to follow its policies related to
publishing graphics in the docket and establishing the Class D and E
airspace effective date coincidental to the sectional chart date, we
note the following. The FAA provided graphics for this proposal on
February 15, 2018.
    AOPA's comment concerning the FAA creating a graphical depiction of
new or modified airspace overlaid on a Sectional Chart for quality
assurance purposes is not correct and the requirement to include all
information in the Docket does not extend to working files. During the
airspace reviews, airspace graphics may be created, if deemed
necessary, to determine if there are terrain issues, or if cases are
considered complex; in many cases, a graphic is not needed when
developing an airspace proposal. Additionally, AOPA encouraged the FAA
to follow its own guidance by making the action effective date
concurrent with publication of the VFR Sectional. With respect to
AOPA's comment addressing effective dates, FAA Order 7400.2L, paragraph
2-3-7.a.4. states that, to the extent practicable, Class D airspace
areas and restricted areas should become effective on a sectional chart
date and that consideration should be given to selecting a sectional
chart date that matches a 56-day enroute chart cycle date. The FAA does
consider establishing effective dates for Class D and E airspace
amendments so they coincide with the publication of sectional charts,
to the extent practicable, but this consideration is accomplished after
the NPRM comment period ends. Substantive comments received to NPRMs,
flight safety concerns, management of IFR operations at affected
airports, and immediacy of requiring proposed airspace amendments are
some of the factors taken into consideration when selecting the
appropriate effective date. After considering all factors, the FAA may
determine that selecting an effective date that conforms to a 56-day
enroute chart cycle date not coincidental to sectional chart dates is
better for the NAS and users rather than awaiting publication of the
next VFR sectional.
    Two commenters requested the boundary for Castle Airport be rotated
10-15 degrees to facilitate straight out/in departure and arrival IFR
operations and maintain adequate left and right runway centerline at
Merced Regional/Macready Field.
    The FAA agreed and rotated that portion of the Castle Airport Class
D airspace lateral boundary outside the Merced Regional/Macready Field
Airport Class E2 area, 12 degrees counterclockwise from 139[deg] True
(T) to 127[deg] (T) and that portion within 4 nm of the Merced
Regional/Macready Field Airport ARP to 114[deg] (T), coinciding with
the rail line, as previously noted. In addition, two commenters
requested that Highway 99 be used for the southwest lateral boundary to
leave room for straight-out departures from RWY 30 at Merced. While the
FAA agrees a modification to the southwest lateral boundary is
appropriate, it has opted to use the rail line .2 nm west of highway
99, as requested in six other comments. This will allow aircraft
departing from Castle Airport the airspace needed to operate
efficiently and safely, and Merced Regional/Macready Field departures
adequate airspace to operate without having to contact the Castle
Airport Traffic Control Tower adequate space for stabilized approaches,
and the ability to conduct VFR practice instrument approaches without
additional coordination and straight-out departures from RWY 30.
    Five commenters were concerned with the airspace directly over the
city of Atwater, CA, describing it as congested and having reduced
visibility due to hazy weather conditions much of the time. They were
concerned with the infrastructure on the ground and identified
controlled airspace as critical to the safety of its citizens.
    The FAA agrees with the concerns voiced by local governments, the
area directly over the city of Atwater, CA, underlies controlled
airspace beginning at 700 feet AGL. Fixed wing aircraft in this
airspace must operate at or above 1000 feet above the highest obstacle,
must have 3 miles of visibility, and operate 500 feet below and 1000
feet above clouds. In addition, Air Traffic Control can issue pilots in
this area control instructions. However, because of the potential for
Merced Regional/Macready Field VFR arrivals and departures transiting
this area without establishing communications and the potential for
these aircraft mixing with Castle Airport IFR arrivals and departures,
the use of the Castle Airport traffic pattern, and implementation of a
DVA, the lateral boundary is established at 127[deg] in the area
outside the Merced Regional/Macready Field Class E2 area.
    Class D and Class E airspace designations are published in
paragraphs 5000, 6002, 6004, and 6005, respectively, of FAA Order
7400.11C, dated August 13, 2018, and effective September 15, 2018,
which is incorporated by reference in 14 CFR part 71.1. The Class D and
Class E airspace designation listed in this document will be published
subsequently in the Order.

Availability and Summary of Documents for Incorporation by Reference

    This document amends FAA Order 7400.11C, Airspace Designations and
Reporting Points, dated August 13, 2018, and effective September 15,
2018. FAA Order 7400.11C is publicly available as listed in the
ADDRESSES section of this document. FAA Order 7400.11C lists Class A,
B, C, D, and E airspace areas, air traffic service routes, and
reporting points.

The Rule

    This amendment to Title 14, Code of Federal Regulations (14 CFR)
part 71 modifies Class D airspace and Class E airspace extending upward
from 700 feet above the surface, at Castle Airport, Atwater, CA.
    The airspace has been redesigned by modifying Class D airspace to
within a 4.6-mile (from a 4.5-mile) radius of the airport from the
airport 278[deg] bearing clockwise to the airport 148[deg] bearing.
This modification provides additional Class D airspace south of the
airport and removes Class D airspace southwest and northwest of the
airport, thereby containing IFR arrival aircraft descending through
1,000 feet above the surface, and removing airspace not required for
IFR operations. Also, this action removes the reference to the El Nido
VOR/DME in the legal description due to its planned decommissioning as
the FAA transitions from ground-based to satellite-based navigation.
    Class E airspace extending upward from 700 feet above the surface
is modified to within a 7.2-mile (from a 7-mile) radius of the airport,
and removes the 23-mile extension northwest of the airport.

    Additionally, the airport's geographic coordinates are updated to
match the FAA's aeronautical database for the Class D and Class E
airspace areas. An editorial change is also made to the Class E surface
area airspace legal description replacing ``Airport/Facility
Directory'' with ``Chart Supplement''.

Regulatory Notices and Analyses

    The FAA has determined that this regulation only involves an
established body of technical regulations for which frequent and
routine amendments are necessary to keep them operationally current, is
non-controversial and unlikely to result in adverse or negative
comments. It, therefore: (1) Is not a ``significant regulatory action''
under Executive Order 12866; (2) is not a ``significant rule'' under
DOT Regulatory Policies and Procedures (44 FR 11034; February 26,
1979); and (3) does not warrant preparation of a Regulatory Evaluation
as the anticipated impact is so minimal. Since this is a routine matter
that only affects air traffic procedures and air navigation, it is
certified that this rule, when promulgated, will not have a significant
economic impact on a substantial number of small entities under the
criteria of the Regulatory Flexibility Act.

Environmental Review

    The FAA has determined that this action qualifies for categorical
exclusion under the National Environmental Policy Act in accordance
with FAA Order 1050.1F, ``Environmental Impacts: Policies and
Procedures,'' paragraph 5-6.5a. This airspace action is not expected to
cause any potentially significant environmental impacts, and no
extraordinary circumstances exist that warrant preparation of an
environmental assessment.

Lists of Subjects in 14 CFR Part 71

    Airspace, Incorporation by reference, Navigation (air).

Adoption of the Amendment

    In consideration of the foregoing, the Federal Aviation
Administration amends 14 CFR part 71 as follows:

PART 71--DESIGNATION OF CLASS A, B, C, D, AND E AIRSPACE AREAS; AIR
TRAFFIC SERVICE ROUTES; AND REPORTING POINTS

0
1. The authority citation for part 71 continues to read as follows:

    Authority:  49 U.S.C. 106(f), 106(g); 40103, 40113, 40120; E.O.
10854, 24 FR 9565, 3 CFR, 1959-1963 Comp., p. 389.

Sec.  71.1   [Amended]

0
2. The incorporation by reference in 14 CFR 71.1 of FAA Order 7400.11C,
Airspace Designations and Reporting Points, dated August 13, 2018, and
effective September 15, 2018, is amended as follows:

Paragraph 5000 Class D Airspace.

* * * * *

AWP CA D Atwater, CA [Amended]

Castle Airport, CA
    (Lat. 37[deg]22'50'' N, long. 120[deg]34'06'' W)

    That airspace extending upward from the surface up to but not
including 2,000 feet MSL within a 4.6-mile radius of Castle Airport
beginning at the 278[deg] bearing from the airport clockwise to the
114[deg] bearing, thence northwest to the point where the 182[deg]
bearing intersects the Merced Regional/Macready Airport Class E2,
thence to the point of beginning. This Class D airspace area is
effective during the specific dates and times established in advance
by a Notice to Airmen. The effective date and time will thereafter
be continuously published in the Chart Supplement.

Paragraph 6005 Class E Airspace Areas Extending Upward From 700
Feet or More Above the Surface of the Earth.

* * * * *

AWP CA E5 Atwater, CA [Amended]

Castle Airport, CA
    (Lat. 37[deg]22'50'' N, long. 120[deg]34'06'' W)

    That airspace extending upward from 700 feet above the surface
within a 7.2-mile radius of Castle Airport.

    Issued in Seattle, Washington, on October 19, 2018.
Shawn M. Kozica,
Manager, Operations Support Group, Western Service Center.
[FR Doc. 2018-23476 Filed 10-26-18; 8:45 am]
 BILLING CODE 4910-13-P


(September 27, 2022), 87 FR 59845 (October 3, 2022) (SR-MEMX-2022-
26). The Exchange does not calculate is expenses at that granular a
level. Instead, director costs are included as part of the overall
general allocation.
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    The Exchange employed a process to determine a reasonable
percentage to allocate general shared expenses to 10Gb ULL connectivity
pursuant to its multi-layered allocation process. First, general
expenses were allocated among the Exchange and affiliated markets as
described above. Then, the general shared expense assigned to the
Exchange was allocated across core services of the Exchange, including
connectivity. Then, these costs were further allocated to sub-
categories within the final categories, i.e., 10Gb ULL connectivity as
a sub-category of connectivity. In determining the percentage of
general shared expenses allocated to connectivity that ultimately apply
to 10Gb ULL connectivity, the Exchange looked at the percentage
allocations of each of the cost drivers and determined a reasonable
allocation percentage. The Exchange also held meetings with senior
management, department heads, and the Finance Team to determine the
proper amount of the shared general expense to allocate to 10Gb ULL
connectivity. The Exchange, therefore, believes it is reasonable to
assign an allocation, in the range of allocations for other cost
drivers, while continuing to ensure that this expense is only allocated
once. Again, the general shared expenses are incurred by the Exchange's
parent company as a result of operating the Exchange and its affiliated
markets and it is therefore reasonable to allocate a percentage of
those expenses to the Exchange and ultimately to specific product
offerings such as 10Gb ULL connectivity.
    Again, a portion of all shared expenses were allocated to the
Exchange (and its affiliated markets) which, in turn, allocated a
portion of that overall allocation to all physical connectivity on the
Exchange. The Exchange then allocated 49.1% of the portion allocated to
physical connectivity to 10Gb ULL connectivity. The Exchange believes
this allocation percentage is reasonable because, while the overall
dollar amount may be higher than other cost drivers, the 49.1% is based
on and in line with the percentage allocations of each of the
Exchange's other cost drivers. The percentage allocated to 10Gb ULL
connectivity also reflects its importance to the Exchange's strategy
and necessity towards the nature of the Exchange's overall operations,
which is to provide a resilient, highly deterministic trading system
that relies on faster 10Gb ULL connectivity than the Exchange's
competitors to maintiain premium performance. This allocation reflects
the Exchange's focus on providing and maintaining high performance
network connectivity, of which 10Gb ULL connectivity is a main
contributor. The Exchange differentiates itself by offering a
``premium-product'' network experience, as an operator of a high
performance, ultra-low latency network with unparalleled system
throughput, which system networks can support access to three distinct
options markets and multiple competing market-makers having affirmative
obligations to continuously quote over 1,100,000 distinct trading
products (per exchange), and the capacity to handle approximately 18
million quote messages per second. The ``premium-product'' network
experience enables users of 10Gb ULL connections to receive the network
monitoring and reporting services for those approximately 1,100,000
distinct trading products. These value add services are part of the
Exchange's strategy for offering a high performance trading system,
which utilizes 10Gb ULL connectivity.
    The Exchange notes that the 49.1% allocation of general shared
expenses for physical 10Gb ULL connectivity is higher than that
allocated to general shared expenses for Limited Service MEI Ports.
This is based on its

allocation methodology that weighted costs attributable to each core
service. While physical connectivity has several areas where certain
tangible costs are heavily weighted towards providing such service
(e.g., Data Center, as described above), Limited Service MEI Ports do
not require as many broad or indirect resources as other core services.
* * * * *
Approximate Cost per 10Gb ULL Connection per Month
    After determining the approximate allocated monthly cost related to
10Gb connectivity, the total monthly cost for 10Gb ULL connectivity of
$1,002,880 was divided by the number of physical 10Gb ULL connections
the Exchange maintained at the time that proposed pricing was
determined (93), to arrive at a cost of approximately $10,784 per
month, per physical 10Gb ULL connection. Due to the nature of this
particular cost, this allocation methodology results in an allocation
among the Exchange and its affiliated markets based on set quantifiable
criteria, i.e., actual number of 10Gb ULL connections.
* * * * *
Costs Related to Offering Limited Service MEI Ports
    The following chart details the individual line-item costs
considered by the Exchange to be related to offering Limited Service
MEI Ports as well as the percentage of the Exchange's overall costs
such costs represent for such area (e.g., as set forth below, the
Exchange allocated approximately 5.8% of its overall Human Resources
cost to offering Limited Service MEI Ports).

----------------------------------------------------------------------------------------------------------------
                                                                     Allocated       Allocated
                          Cost drivers                              annual cost    monthly cost   Percent of all
                                                                        \m\             \n\
----------------------------------------------------------------------------------------------------------------
Human Resources.................................................        $898,480         $74,873             5.8
Connectivity (external fees, cabling, switches, etc.)...........           4,435             370             3.8
Internet Services and External Market Data......................          41,601           3,467             7.2
Data Center.....................................................          85,214           7,101             7.2
Hardware and Software Maintenance and Licenses..................         104,859           8,738             7.2
Depreciation....................................................         237,335          19,778             6.3
Allocated Shared Expenses.......................................         785,254          65,438             9.8
                                                                 -----------------------------------------------
    Total.......................................................       2,157,178         179,765             7.1
----------------------------------------------------------------------------------------------------------------
m. See supra note k (describing rounding of Annual Costs).
n. See supra note l (describing rounding of Monthly Costs based on Annual Costs).

    Below are additional details regarding each of the line-item costs
considered by the Exchange to be related to offering Limited Service
MEI Ports. While some costs were attempted to be allocated as equally
as possible among the Exchange and its affiliated markets, the Exchange
notes that some of its cost allocation percentages for certain cost
drivers differ when compared to the same cost drivers for the
Exchange's affiliated markets in their similar proposed fee changes for
connectivity and ports. This is because the Exchange's cost allocation
methodology utilizes the actual projected costs of the Exchange (which
are specific to the Exchange, and are independent of the costs
projected and utilized by the Exchange's affiliated markets) to
determine its actual costs, which may vary across the Exchange and its
affiliated markets based on factors that are unique to each
marketplace. The Exchange provides additional explanation below
(including the reason for the deviation) for the significant
differences.
Human Resources
    With respect to Limited Service MEI Ports, the Exchange calculated
Human Resources cost by taking an allocation of employee time for
employees whose functions include providing Limited Service MEI Ports
and maintaining performance thereof (including a broader range of
employees such as technical operations personnel, market operations
personnel, and software engineering personnel) as well as a limited
subset of personnel with ancillary functions related to maintaining
such connectivity (such as sales, membership, and finance personnel).
Just as described above for 10Gb ULL connectivity, the estimates of
Human Resources cost were again determined by consulting with
department leaders, determining which employees are involved in tasks
related to providing Limited Service MEI Ports and maintaining
performance thereof, and confirming that the proposed allocations were
reasonable based on an understanding of the percentage of their time
such employees devote to tasks related to providing Limited Service MEI
Ports and maintaining performance thereof. This includes personnel from
the following Exchange departments that are predominately involved in
providing Limited Service MEI Ports: Business Systems Development,
Trading Systems Development, Systems Operations and Network Monitoring,
Network and Data Center Operations, Listings, Trading Operations, and
Project Management. The Exchange notes that senior level executives
were allocated Human Resources costs to the extent they are involved in
overseeing tasks specifically related to providing Limited Service MEI
Ports. Senior level executives were only allocated Human Resources
costs to the extent that they are involved in managing personnel
responsible for tasks integral to providing and maintaining Limited
Service MEI Ports. The Human Resources cost was again calculated using
a blended rate of compensation reflecting salary, equity and bonus
compensation, benefits, payroll taxes, and 401(k) matching
contributions.
Connectivity (External Fees, Cabling, Switches, etc.)
    The Connectivity cost includes external fees paid to connect to
other exchanges and cabling and switches, as described above.
Internet Services and External Market Data
    The next cost driver consists of internet services and external
market data. Internet services includes third-party service providers
that provide the internet, fiber and bandwidth connections between the
Exchange's networks, primary and secondary data centers, and office
locations in Princeton and Miami. For purposes of Limited Service MEI
Ports, the Exchange also includes a portion of its costs related to
external market data. External market data includes fees paid to third
parties, including other exchanges, to receive and consume market data
from other markets. The Exchange includes external market data

costs towards the provision of Limited Service MEI Ports because such
market data is necessary (in addition to physical connectivity) to
offer certain services related to such ports, such as validating orders
on entry against the NBBO and checking for other conditions (e.g.,
halted securities).\115\ Thus, since market data from other exchanges
is consumed at the Exchange's Limited Service MEI Port level in order
to validate orders, before additional processing occurs with respect to
such orders, the Exchange believes it is reasonable to allocate a small
amount of such costs to Limited Service MEI Ports.
---------------------------------------------------------------------------

    \115\ The Exchange notes that MEMX separately allocated 7.5% of
its external market data costs to providing physical connectivity.
See Securities Exchange Act Release No. 95936 (September 27, 2022),
87 FR 59845 (October 3, 2022) (SR-MEMX-2022-26).
---------------------------------------------------------------------------

    The Exchange notes that the allocation for the internet Services
and External Market Data cost driver is greater than that of its
affiliate, MIAX Pearl Options, as MIAX allocated 7.2% of its internet
Services and External Market Data expense towards Limited Service MEI
Ports, while MIAX Pearl Options allocated 1.4% to its Full Service MEO
Ports for the same cost driver. The allocation percentages set forth
above differ because they directly correspond with the number of
applicable ports utilized on each exchange. For August 2023, MIAX
Market Makers utilized 1,781 Limited Service MEI ports and MIAX Emerald
Market Makers utilized 1,030 Limited Service MEI ports. When compared
to Full Service Port (Bulk and Single) usage, for August 2023, MIAX
Pearl Options Members utilized only 384 Full Service MEO Ports (Bulk
and Single), far fewer than number of Limited Service MEI Ports
utilized by Market Makers on MIAX and MIAX Emerald, thus resulting in a
smaller cost allocation. There is increased cost associated with
supporting a higher number of ports (requiring more hardware and other
technical infrastructure and internet Service), thus the Exchange
allocates a higher percentage of expense than MIAX Pearl Options, which
has a lower port count.
Data Center
    Data Center costs includes an allocation of the costs the Exchange
incurs to provide Limited Service MEI Ports in the third-party data
centers where it maintains its equipment as well as related costs for
market data to then enter the Exchange's system via Limited Service MEI
Ports (the Exchange does not own the Primary Data Center or the
Secondary Data Center, but instead, leases space in data centers
operated by third parties).
Hardware and Software Maintenance and Licenses
    Hardware and Software Licenses includes hardware and software
licenses used to monitor the health of the order entry services
provided by the Exchange, as described above.
    The Exchange notes that this allocation is greater than its
affiliate, MIAX Pearl Options, as MIAX allocated 7.2% of its Hardware
and Software Maintenance and License expense towards Limited Service
MEI Ports, while MIAX Pearl Options allocated 1.4% to its Full Service
MEO Ports (Bulk and Single) for the same category of expense. The
allocation percentages set forth above differ because they correspond
with the number of applicable ports utilized on each exchange. For
August 2023, MIAX Market Makers utilized 1,781 Limited Service MEI
ports and MIAX Emerald Market Makers utilized 1,030 Limited Service MEI
Ports. When compared to Full Service Port (Bulk and Single) usage, for
August 2023, MIAX Pearl Options Members utilized only 384 Full Service
MEO Ports (Bulk and Single), far fewer than number of Limited Service
MEI Ports utilized by Market Makers on MIAX and MIAX Emerald, thus
resulting in a smaller cost allocation. There is increased cost
associated with supporting a higher number of ports (requiring more
hardware and other technical infrastructure), thus the Exchange
allocates a higher percentage of expense than MIAX Pearl Options, which
has a lower port count.
Depreciation
    The vast majority of the software the Exchange uses to provide
Limited Service MEI Ports has been developed in-house and the cost of
such development, which takes place over an extended period of time and
includes not just development work, but also quality assurance and
testing to ensure the software works as intended, is depreciated over
time once the software is activated in the production environment.
Hardware used to provide Limited Service MEI Ports includes equipment
used for testing and monitoring of order entry infrastructure and other
physical equipment the Exchange purchased and is also depreciated over
time.
    All hardware and software, which also includes assets used for
testing and monitoring of order entry infrastructure, were valued at
cost, depreciated or leased over periods ranging from three to five
years. Thus, the depreciation cost primarily relates to servers
necessary to operate the Exchange, some of which is owned by the
Exchange and some of which is leased by the Exchange in order to allow
efficient periodic technology refreshes. The Exchange allocated 6.3% of
all depreciation costs to providing Limited Service MEI Ports. The
Exchange allocated depreciation costs for depreciated software
necessary to operate the Exchange because such software is related to
the provision of Limited Service MEI Ports. As with the other allocated
costs in the Exchange's updated Cost Analysis, the Depreciation cost
driver was therefore narrowly tailored to depreciation related to
Limited Service MEI Ports.
    The Exchange notes that this allocation differs from its affiliated
markets due to a number of factors, such as the age of physical assets
and software (e.g., older physical assets and software were previously
depreciated and removed from the allocation), or certain system
enhancements that required new physical assets and software, thus
providing a higher contribution to the depreciated cost. For example,
the Exchange notes that the percentages it and its affiliate, MIAX
Emerald, allocated to the depreciation cost driver for Limited Service
MEI Ports differ by only 2.6%. However, the Exchange's approximate
dollar amount is greater than that of MIAX Emerald by approximately
$10,000 per month. This is due to two primary factors. First, the
Exchange has under gone a technology refresh since the time MIAX
Emerald launched in February 2019, leading to it having more hardware
that software that is subject to depreciation. Second, the Exchange
maintains 24 matching engines while MIAX Emerald maintains only 12
matching engines. This also results in more of the Exchange's hardware
and software being subject to depreciation than MIAX Emerald's hardware
and software due to the greater amount of equipment and software
necessary to support the greater number of matching engines on the
Exchange.
Allocated Shared Expenses
    Finally, a portion of general shared expenses was allocated to
overall Limited Service MEI Ports costs as without these general shared
costs the Exchange would not be able to operate in the manner that it
does and provide Limited Service MEI Ports. The costs included in
general shared expenses include general expenses of the Exchange,
including office space and office expenses (e.g., occupancy and
overhead expenses), utilities, recruiting and training, marketing and
advertising

costs, professional fees for legal, tax and accounting services
(including external and internal audit expenses), and
telecommunications costs. The Exchange again notes that the cost of
paying directors to serve on its Board of Directors is included in the
calculation of Allocated Shared Expenses, and thus a portion of such
overall cost amounting to less than 10% of the overall cost for
directors was allocated to providing Limited Service MEI Ports. The
Exchange notes that the 9.8% allocation of general shared expenses for
Limited Service MEI Ports is lower than that allocated to general
shared expenses for physical connectivity based on its allocation
methodology that weighted costs attributable to each Core Service based
on an understanding of each area. While Limited Service MEI Ports have
several areas where certain tangible costs are heavily weighted towards
providing such service (e.g., Data Center, as described above), 10Gb
ULL connectivity requires a broader level of support from Exchange
personnel in different areas, which in turn leads to a broader general
level of cost to the Exchange.
    Lastly, the Exchange notes that this allocation is greater than its
affiliate, MIAX Pearl Options, as MIAX allocated 9.8% of its Allocated
Shared Expense towards Limited Service MEI Ports, while MIAX Pearl
Options allocated 3.6% to its Full Service MEO Ports (Bulk and Single)
for the same category of expense. The allocation percentages set forth
above differ because they correspond with the number of applicable
ports utilized on each exchange. For August 2023, MIAX Market Makers
utilized 1,781 Limited Service MEI Ports and MIAX Emerald Market Makers
utilized 1,030 Limited Service MEI ports. When compared to Full Service
Port (Bulk and Single) usage, for August 2023, MIAX Pearl Options
Members utilized only 384 Full Service MEO Ports (Bulk and Single), far
fewer than number of Limited Service MEI Ports utilized by Market
Makers on MIAX, thus resulting in a smaller cost allocation. There is
increased cost associated with supporting a higher number of ports
(requiring more hardware and other technical infrastructure), thus the
Exchange allocates a higher percentage of expense than MIAX Pearl
Options which has a lower port count.\116\
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    \116\ The Exchange allocated a slightly lower amount (9.8%) of
this cost as compared to MIAX Emerald (10.3%). This is not a
significant difference. However, both allocations resulted in an
identical cost amount of $0.8 million, despite the Exchange having a
higher number of Limited Service MEI Ports. MIAX Emerald was
allocated a higher cost per Limited Service MEI Port due to the
additional resources and expenditures associated with maintaining
its recently enhanced low latency network.
---------------------------------------------------------------------------

* * * * *
Approximate Cost per Limited Service MEI Port per Month
    Based on August 2023 data, the total monthly cost allocated to
Limited Service MEI Ports of $179,765 was divided by the total number
of Limited Service MEI Ports utilized by Members in August, which was
1,781 (and includes free and charged ports), resulting in an
approximate cost of $101 per port per month (when rounding to the
nearest dollar). The Exchange used the total number of Limited Service
MEI Ports it maintained in August for all Members and included free and
charged ports. However, in prior filings, the Exchange did not include
the expense of maintaining the two free Limited Service MEI Ports per
matching engine that each Member receives when the Exchange discussed
the approximate cost per port per month, but did include the two free
Limited Service MEI Ports in the total expense amounts. As described
herein, the Exchange changed its proposed fee structure since past
filings to now offer four free Limited Service MEI Ports per matching
engine to which each Member connects. After the first four free Limited
Service MEI Ports, the Exchange proposes to charge $275 per Limited
Service MEI Port per matching engine, up to a total of twelve (12)
Limited Service MEI Ports per matching engine.
    For the sake of clarity, if a Member wanted to connect to all 24 of
the Exchange's matching engines and utilize the maximum number of
Limited Service MEI Ports on each matching engine (i.e., 12), that
Member would have a total of 288 Limited Service MEI Ports (24 matching
engines multiplied by 12 Limited Service MEI Ports per matching
engine). With the proposed increase to now provide four Limited Service
MEI Ports for free on each matching engine, that particular Member
would receive 96 free Limited Service MEI Ports (4 free Limited Service
MEI Ports multiplied by 24 matching engines), and be charged for the
remaining 192 Limited Service MEI Ports (288 total Limited Service MEI
Ports across all matching engines minus 96 free Limited Service MEI
Ports across all matching engines).
    As mentioned above, Members utilized a total of 1,781 Limited
Service MEI Ports in the month of August 2023 (free and charged ports
combined). Using August 2023 data to extrapolate out after the proposed
changes herein go into effect, the total number of Limited Service MEI
Ports that the Exchange would not charge for as a result of this
increase in free ports is 940 (meaning the Exchange would charge for
only 841 ports) and amounts to a total expense of $98,980 per month to
the Exchange ($101 per port multiplied by 980 free Limited Service MEI
Ports).
* * * * *
Cost Analysis--Additional Discussion
    In conducting its Cost Analysis, the Exchange did not allocate any
of its expenses in full to any core services (including physical
connectivity or Limited Service MEI Ports) and did not double-count any
expenses. Instead, as described above, the Exchange allocated
applicable cost drivers across its core services and used the same Cost
Analysis to form the basis of this proposal and the filings the
Exchange submitted proposing fees for proprietary data feeds offered by
the Exchange. For instance, in calculating the Human Resources expenses
to be allocated to physical connections based upon the above described
methodology, the Exchange has a team of employees dedicated to network
infrastructure and with respect to such employees the Exchange
allocated network infrastructure personnel with a high percentage of
the cost of such personnel (42%) given their focus on functions
necessary to provide physical connections. The salaries of those same
personnel were allocated only 8.4% to Limited Service MEI Ports and the
remaining 49.6% was allocated to 1Gb connectivity, other port services,
transaction services, membership services and market data. The Exchange
did not allocate any other Human Resources expense for providing
physical connections to any other employee group, outside of a smaller
allocation of 17.8% for 10Gb ULL connectivity or 18.2% for the entire
network, of the cost associated with certain specified personnel who
work closely with and support network infrastructure personnel. In
contrast, the Exchange allocated much smaller percentages of costs (5%
or less) across a wider range of personnel groups in order to allocate
Human Resources costs to providing Limited Service MEI Ports. This is
because a much wider range of personnel are involved in functions
necessary to offer, monitor and maintain Limited Service MEI Ports but
the tasks necessary to do so are not a primary or full-time function.
    In total, the Exchange allocated 25.6% of its personnel costs to
providing 10Gb

ULL and 1Gb ULL connectivity and 5.8% of its personnel costs to
providing Limited Service MEI Ports, for a total allocation of 31.4%
Human Resources expense to provide these specific connectivity and port
services. In turn, the Exchange allocated the remaining 68.6% of its
Human Resources expense to membership services, transaction services,
other port services and market data. Thus, again, the Exchange's
allocations of cost across core services were based on real costs of
operating the Exchange and were not double-counted across the core
services or their associated revenue streams.
    As another example, the Exchange allocated depreciation expense to
all core services, including physical connections and Limited Service
MEI Ports, but in different amounts. The Exchange believes it is
reasonable to allocate the identified portion of such expense because
such expense includes the actual cost of the computer equipment, such
as dedicated servers, computers, laptops, monitors, information
security appliances and storage, and network switching infrastructure
equipment, including switches and taps that were purchased to operate
and support the network. Without this equipment, the Exchange would not
be able to operate the network and provide connectivity services to its
Members and non-Members and their customers. However, the Exchange did
not allocate all of the depreciation and amortization expense toward
the cost of providing connectivity services, but instead allocated
approximately 67.9% of the Exchange's overall depreciation and
amortization expense to connectivity services (61.6% attributed to 10Gb
ULL physical connections and 6.3% to Limited Service MEI Ports). The
Exchange allocated the remaining depreciation and amortization expense
(approximately 32.1%) toward the cost of providing transaction
services, membership services, other port services and market data.
    The Exchange notes that its revenue estimates are based on
projections across all potential revenue streams and will only be
realized to the extent such revenue streams actually produce the
revenue estimated. The Exchange does not yet know whether such
expectations will be realized. For instance, in order to generate the
revenue expected from connectivity, the Exchange will have to be
successful in retaining existing clients that wish to maintain physical
connectivity and/or Limited Service MEI Ports or in obtaining new
clients that will purchase such services. Similarly, the Exchange will
have to be successful in retaining a positive net capture on
transaction fees in order to realize the anticipated revenue from
transaction pricing.
    The Exchange notes that the Cost Analysis is based on the
Exchange's 2023 fiscal year of operations and projections. It is
possible, however, that actual costs may be higher or lower. To the
extent the Exchange sees growth in use of connectivity services it will
receive additional revenue to offset future cost increases. However, if
use of connectivity services is static or decreases, the Exchange might
not realize the revenue that it anticipates or needs in order to cover
applicable costs. Accordingly, the Exchange is committing to conduct a
one-year review after implementation of these fees. The Exchange
expects that it may propose to adjust fees at that time, to increase
fees in the event that revenues fail to cover costs and a reasonable
mark-up of such costs. Similarly, the Exchange may propose to decrease
fees in the event that revenue materially exceeds our current
projections. In addition, the Exchange will periodically conduct a
review to inform its decision making on whether a fee change is
appropriate (e.g., to monitor for costs increasing/decreasing or
subscribers increasing/decreasing, etc. in ways that suggest the then-
current fees are becoming dislocated from the prior cost-based
analysis) and would propose to increase fees in the event that revenues
fail to cover its costs and a reasonable mark-up, or decrease fees in
the event that revenue or the mark-up materially exceeds our current
projections. In the event that the Exchange determines to propose a fee
change, the results of a timely review, including an updated cost
estimate, will be included in the rule filing proposing the fee change.
More generally, the Exchange believes that it is appropriate for an
exchange to refresh and update information about its relevant costs and
revenues in seeking any future changes to fees, and the Exchange
commits to do so.
Projected Revenue \117\
---------------------------------------------------------------------------

    \117\ For purposes of calculating revenue for 10Gb ULL
connectivity, the Exchange used revenues for February 2023, the
first full month for which it provided dedicated 10Gb ULL
connectivity to the Exchange and ceased operating a shared 10Gb ULL
network with MIAX Pearl Options.
---------------------------------------------------------------------------

    The proposed fees will allow the Exchange to cover certain costs
incurred by the Exchange associated with providing and maintaining
necessary hardware and other network infrastructure as well as network
monitoring and support services; without such hardware, infrastructure,
monitoring and support the Exchange would be unable to provide the
connectivity and port services. Much of the cost relates to monitoring
and analysis of data and performance of the network via the
subscriber's connection(s). The above cost, namely those associated
with hardware, software, and human capital, enable the Exchange to
measure network performance with nanosecond granularity. These same
costs are also associated with time and money spent seeking to
continuously improve the network performance, improving the
subscriber's experience, based on monitoring and analysis activity. The
Exchange routinely works to improve the performance of the network's
hardware and software. The costs associated with maintaining and
enhancing a state-of-the-art exchange network is a significant expense
for the Exchange, and thus the Exchange believes that it is reasonable
and appropriate to help offset those costs by amending fees for
connectivity services. Subscribers, particularly those of 10Gb ULL
connectivity, expect the Exchange to provide this level of support to
connectivity so they continue to receive the performance they expect.
This differentiates the Exchange from its competitors. As detailed
above, the Exchange has five primary sources of revenue that it can
potentially use to fund its operations: transaction fees, fees for
connectivity services, membership and regulatory fees, and market data
fees. Accordingly, the Exchange must cover its expenses from these five
primary sources of revenue.
    The Exchange's Cost Analysis estimates the annual cost to provide
10Gb ULL connectivity services will equal $12,034,554. Based on current
10Gb ULL connectivity services usage, the Exchange would generate
annual revenue of approximately $15,066,000. The Exchange believes this
represents a modest profit of 20% when compared to the cost of
providing 10Gb ULL connectivity services, which could decrease over
time.\118\ Importantly, the Exchange's affiliated markets submitted
similar filings to also amend their fees for 10Gb ULL connectivity
\119\ and, when considering the profit margins attributed to 10Gb ULL
connectivity for

the affiliated markets and the Exchange collectively, the overall
profit margin based on projected revenue and costs for the Exchange and
its affiliated markets for 10Gb ULL connectivity is only 9.5%. This
margin is in line with the profit margin MEMX anticipated making in a
recent similar proposal to adopt connectivity fees, including fees for
10Gb connectivity, that the Commission Staff did not suspend and
remains in effect today.\120\
---------------------------------------------------------------------------

    \118\ Assuming the U.S. inflation rate continues at its current
rate, the Exchange believes that the projected profit margins in
this proposal will decrease; however, the Exchange cannot predict
with any certainty whether the U.S. inflation rate will continue at
its current rate or its impact on the Exchange's future profits or
losses. See, e.g., https://www.usinflationcalculator.com/inflation/current-inflation-rates/ (last visited September 22, 2023).
    \119\ See SR-PEARL-2023-51, SR-PEARL-2023-55, and SR-EMERALD-
2023-27.
    \120\ See Securities Exchange Act Release No. 95936 (September
27, 2022), 87 FR 59845 (October 3, 2022) (SR-MEMX-2022-26)
(proposing to adopt fees for connectivity and stating that MEMX
would earn approximately 8.5% to 15% margin). MEMX's projected
profit margin being for a single exchange and the Exchange and its
affiliated markets aggregated profit margin being for four separate
markets is not a material difference as both profit margins reflect
the profit of the overall corporate entities that operate the
exchange(s).
---------------------------------------------------------------------------

    The Exchange's Cost Analysis estimates the annual cost to provide
Limited Service MEI Port services will equal $2,157,178. Based on
August 2023 data for Limited Service MEI Port usage and counting for
the proposed increase in free Limited Service MEI Ports and proposed
increase in the monthly fee from $100 to $275 per port, the Exchange
would generate annual revenue of approximately $2,775,300. The Exchange
believes this would result in an estimated profit margin of 22% after
calculating the cost of providing Limited Service MEI Port services,
which profit margin could decrease over time.\121\ The Exchange notes
that the cost to provide Limited Service MEI Ports is higher than the
cost for the Exchange's affiliate, MIAX Pearl Options, to provide Full
Service MEO Ports due to the substantially higher number of Limited
Service MEI Ports used by Exchange Members. For example, utilizing
August 2023 data, MIAX Market Makers utilized 1,781 Limited Service MEI
Ports compared to only 384 Full Service MEO Ports (Bulk and Single
combined) allocated to MIAX Pearl Options members.
---------------------------------------------------------------------------

    \121\ Id.
---------------------------------------------------------------------------

    Based on the above discussion, the Exchange believes that even if
the Exchange earns the above revenue or incrementally more or less, the
proposed fees are fair and reasonable because they will not result in
pricing that deviates from that of other exchanges or a supra-
competitive profit, when comparing the total expense of the Exchange
associated with providing 10Gb ULL connectivity and Limited Service MEI
Port services versus the total projected revenue of the Exchange
associated with network 10Gb ULL connectivity and Limited Service MEI
Port services.
    The Exchange also notes that this the resultant profit margin
differs slightly from the profit margins set forth in similar fee
filings by its affiliated markets. This is not atypical among exchanges
and is due to a number of factors that differ between these four
markets, including: different market models, market structures, and
product offerings (equities, options, price-time, pro-rata, simple, and
complex); different pricing models; different number of market
participants and connectivity subscribers; different maintenance and
operations costs, as described in the cost allocation methodology
above; different technical architecture (e.g., the number of matching
engines per exchange, i.e., the Exchange maintains 24 matching engines
while MIAX Emerald maintains only 12 matching engines); and different
maturity phase of the Exchange and its affiliated markets (i.e., start-
up versus growth versus more mature). All of these factors contribute
to a unique and differing level of profit margin per exchange.
    Further, the Exchange proposes to charge rates that are comparable
to, or lower than, similar fees for similar products charged by
competing exchanges. For example, for 10Gb ULL connectivity, the
Exchange proposes a lower fee than the fee charged by Nasdaq for its
comparable 10Gb Ultra fiber connection ($13,500 per month for the
Exchange vs. $15,000 per month for Nasdaq).\122\ NYSE American charges
even higher fees for its comparable 10GB LX LCN connection than the
Exchange's proposed fees ($13,500 for the Exchange vs. $22,000 per
month for NYSE American).\123\ Accordingly, the Exchange believes that
comparable and competitive pricing are key factors in determining
whether a proposed fee meets the requirements of the Act, regardless of
whether that same fee across the Exchange's affiliated markets leads to
slightly different profit margins due to factors outside of the
Exchange's control (i.e., more subscribers to 10Gb ULL connectivity on
the Exchange than its affiliated markets or vice versa).
---------------------------------------------------------------------------

    \122\ See NASDAQ Pricing Schedule, Options 7, Section 3, Ports
and Other Services and NASDAQ Rules, General 8: Connectivity,
Section 1. Co-Location Services.
    \123\ See NYSE American Options Fee Schedule, Section V.A. Port
Fees and Section V.B. Co-Location Fees.
---------------------------------------------------------------------------

* * * * *
    The Exchange has operated at a cumulative net annual loss since it
launched operations in 2012.\124\ This is due to a number of factors,
one of which is choosing to forgo revenue by offering certain products,
such as low latency connectivity, at lower rates than other options
exchanges to attract order flow and encourage market participants to
experience the high determinism, low latency, and resiliency of the
Exchange's trading systems. The Exchange does not believe that it
should now be penalized for seeking to raise its fees as it now needs
to upgrade its technology and absorb increased costs. Therefore, the
Exchange believes the proposed fees are reasonable because they are
based on both relative costs to the Exchange to provide dedicated 10Gb
ULL connectivity and Limited Service MEI Ports, the extent to which the
product drives the Exchange's overall costs and the relative value of
the product, as well as the Exchange's objective to make access to its
Systems broadly available to market participants. The Exchange also
believes the proposed fees are reasonable because they are designed to
generate annual revenue to recoup the Exchange's costs of providing
dedicated 10Gb ULL connectivity and Limited Service MEI Ports.
---------------------------------------------------------------------------

    \124\ The Exchange has incurred a cumulative loss of $71 million
since its inception in 2012 through full year 2022. See Exchange's
Form 1/A, Application for Registration or Exemption from
Registration as a National Securities Exchange, filed June 26, 2023,
available at https://www.sec.gov/Archives/edgar/vprr/2300/23007741.pdf.
---------------------------------------------------------------------------

    The Exchange notes that its revenue estimate is based on
projections and will only be realized to the extent customer activity
produces the revenue estimated. As a competitor in the hyper-
competitive exchange environment, and an exchange focused on driving
competition, the Exchange does not yet know whether such projections
will be realized. For instance, in order to generate the revenue
expected from 10Gb ULL connectivity and Limited Service MEI Ports, the
Exchange will have to be successful in retaining existing clients that
wish to utilize 10Gb ULL connectivity and Limited Service MEI Ports
and/or obtaining new clients that will purchase such access. To the
extent the Exchange is successful in encouraging new clients to utilize
10Gb ULL connectivity and Limited Service MEI Ports, the Exchange does
not believe it should be penalized for such success. To the extent the
Exchange has mispriced and experiences a net loss in connectivity
clients or in transaction activity, the Exchange could experience a net
reduction in revenue. While the Exchange is supportive of transparency
around costs and potential margins (applied across all exchanges), as
well as periodic review of revenues and applicable costs (as discussed
below), the Exchange does not believe that these estimates should form
the sole basis of

whether or not a proposed fee is reasonable or can be adopted. Instead,
the Exchange believes that the information should be used solely to
confirm that an Exchange is not earning--or seeking to earn--supra-
competitive profits. The Exchange believes the Cost Analysis and
related projections in this filing demonstrate this fact.
    The Exchange is owned by a holding company that is the parent
company of four exchange markets and, therefore, the Exchange and its
affiliated markets must allocate shared costs across all of those
markets accordingly, pursuant to the above-described allocation
methodology. In contrast, the Investors Exchange LLC (``IEX'') and
MEMX, which are currently each operating only one exchange, in their
recent non-transaction fee filings allocate the entire amount of that
same cost to a single exchange. This can result in lower profit margins
for the non-transaction fees proposed by IEX and MEMX because the
single allocated cost does not experience the efficiencies and
synergies that result from sharing costs across multiple platforms. The
Exchange and its affiliated markets often share a single cost, which
results in cost efficiencies that can cause a broader gap between the
allocated cost amount and projected revenue, even though the fee levels
being proposed are lower or competitive with competing markets (as
described above). To the extent that the application of a cost-based
standard results in Commission Staff making determinations as to the
appropriateness of certain profit margins, the Exchange believes that
Commission Staff should also consider whether the proposed fee level is
comparable to, or competitive with, the same fee charged by competing
exchanges and how different cost allocation methodologies (such as
across multiple markets) may result in different profit margins for
comparable fee levels. Further, if Commission Staff is making
determinations as to appropriate profit margins in their approval of
exchange fees, the Exchange believes that the Commission should be
clear to all market participants as to what they have determined is an
appropriate profit margin and should apply such determinations
consistently and, in the case of certain legacy exchanges,
retroactively, if such standards are to avoid having a discriminatory
effect.
    Further, as is reflected in the proposal, the Exchange continuously
and aggressively works to control its costs as a matter of good
business practice. A potential profit margin should not be evaluated
solely on its size; that assessment should also consider cost
management and whether the ultimate fee reflects the value of the
services provided. For example, a profit margin on one exchange should
not be deemed excessive where that exchange has been successful in
controlling its costs, but not excessive on another exchange where that
exchange is charging comparable fees but has a lower profit margin due
to higher costs. Doing so could have the perverse effect of not
incentivizing cost control where higher costs alone could be used to
justify fees increases.
The Proposed Pricing Is Not Unfairly Discriminatory and Provides for
the Equitable Allocation of Fees, Dues, and Other Charges
    The Exchange believes that the proposed fees are reasonable, fair,
equitable, and not unfairly discriminatory because they are designed to
align fees with services provided and will apply equally to all
subscribers.
10Gb ULL Connectivity
    The Exchange believes that the proposed fees are equitably
allocated among users of the network connectivity and port
alternatives, as the users of 10Gb ULL connections consume
substantially more bandwidth and network resources than users of 1Gb
ULL connection. Specifically, the Exchange notes that 10Gb ULL
connection users account for more than 99% of message traffic over the
network, driving other costs that are linked to capacity utilization,
as described above, while the users of the 1Gb ULL connections account
for less than 1% of message traffic over the network. In the Exchange's
experience, users of the 1Gb connections do not have the same business
needs for the high-performance network as 10Gb ULL users.
    The Exchange's high-performance network and supporting
infrastructure (including employee support), provides unparalleled
system throughput with the network ability to support access to several
distinct options markets. To achieve a consistent, premium network
performance, the Exchange must build out and maintain a network that
has the capacity to handle the message rate requirements of its most
heavy network consumers. These billions of messages per day consume the
Exchange's resources and significantly contribute to the overall
network connectivity expense for storage and network transport
capabilities. The Exchange must also purchase additional storage
capacity on an ongoing basis to ensure it has sufficient capacity to
store these messages to satisfy its record keeping requirements under
the Exchange Act.\125\ Thus, as the number of messages an entity
increases, certain other costs incurred by the Exchange that are
correlated to, though not directly affected by, connection costs (e.g.,
storage costs, surveillance costs, service expenses) also increase.
Given this difference in network utilization rate, the Exchange
believes that it is reasonable, equitable, and not unfairly
discriminatory that the 10Gb ULL users pay for the vast majority of the
shared network resources from which all market participants' benefit.
---------------------------------------------------------------------------

    \125\ 17 CFR 240.17a-1 (recordkeeping rule for national
securities exchanges, national securities associations, registered
clearing agencies and the Municipal Securities Rulemaking Board).
---------------------------------------------------------------------------

Limited Service MEI Ports
    The proposed changes to the monthly fee for Limited Service MEI
Ports is not unfairly discriminatory because it would apply to all
Market Makers equally. All Market Makers would now be eligible to
receive four (4) free Limited Service MEI Ports and those that elect to
purchase more would be subject to the same monthly rate regardless of
the number of additional Limited Service MEI Ports they purchase.
Certain market participants choose to purchase additional Limited
Service MEI Ports based on their own particular trading/quoting
strategies and feel they need a certain number of connections to the
Exchange to execute on those strategies. Other market participants may
continue to choose to only utilize the free Limited Service MEI Ports
to accommodate their own trading or quoting strategies, or other
business models. All market participants elect to receive or purchase
the amount of Limited Service MEI Ports they require based on their own
business decisions and all market participants would be subject to the
same fee structure and flat fee. Every market participant may receive
up to four (4) free Limited Service MEI Ports and those that choose to
purchase additional Limited Service MEI Ports may elect to do so based
on their own business decisions and would continue to be subject to the
same flat fee. The Exchange notes that it filed to amend this fee in
2016 and that filing contained the same fee structure, i.e., a certain
number of free Limited Service MEI Ports coupled with a flat fee for
additional Limited Service MEI Ports.\126\ At that time, the Commission
did not find the structure to be unfairly

discriminatory by virtue of that proposal surviving the 60-day
suspension period. Therefore, the proposed changes to the fees for
Limited Service MEI Ports is not unfairly discriminatory because it
would continue to apply to all market participants equally and provides
a fee structure that includes four free Limited Service MEI Ports for
one monthly rate that was previously in place and filed with the
Commission.
---------------------------------------------------------------------------

    \126\ See Securities Exchange Act Release No. 79666 (December
22, 2016), 81 FR 96133 (December 29, 2016) (SR-MIAX-2016-47).
---------------------------------------------------------------------------

    To achieve consistent, premium network performance, the Exchange
must build and maintain a network that has the capacity to handle the
message rate requirements of its heaviest network consumers during
anticipated peak market conditions. The resultant need to support
billions of messages per day consume the Exchange's resources and
significantly contribute to the overall network connectivity expense
for storage and network transport capabilities. This need also requires
the Exchange to purchase additional storage capacity on an ongoing
basis to ensure it has sufficient capacity to store these messages as
part of it surveillance program and to satisfy its record keeping
requirements under the Exchange Act.\127\ Thus, as the number of
connections per Market Maker increases, other costs incurred by the
Exchange also increase, e.g., storage costs, surveillance costs,
service expenses.
---------------------------------------------------------------------------

    \127\ 17 CFR 240.17a-1 (recordkeeping rule for national
securities exchanges, national securities associations, registered
clearing agencies and the Municipal Securities Rulemaking Board).
---------------------------------------------------------------------------

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 that is not necessary or appropriate
in furtherance of the purposes of the Act.
Intra-Market Competition
    The Exchange believes the proposed fees will not result in any
burden on intra-market competition that is not necessary or appropriate
in furtherance of the purposes of the Act because the proposed fees
will allow the Exchange to recoup some of its costs in providing 10Gb
ULL connectivity and Limited Service MEI Ports at below market rates to
market participants since the Exchange launched operations. As
described above, the Exchange has operated at a cumulative net annual
loss since it launched operations in 2012 \128\ due to providing a low-
cost alternative to attract order flow and encourage market
participants to experience the high determinism and resiliency of the
Exchange's trading Systems. To do so, the Exchange chose to waive the
fees for some non-transaction related services and Exchange products or
provide them at a very lower fee, which was not profitable to the
Exchange. This resulted in the Exchange forgoing revenue it could have
generated from assessing any fees or higher fees. The Exchange could
have sought to charge higher fees at the outset, but that could have
served to discourage participation on the Exchange. Instead, the
Exchange chose to provide a low-cost exchange alternative to the
options industry, which resulted in lower initial revenues. Examples of
this are 10Gb ULL connectivity and Limited Service MEI Ports, for which
the Exchange only now seeks to adopt fees at a level similar to or
lower than those of other options exchanges.
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    \128\ See supra note 124.
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    Further, the Exchange does not believe that the proposed fee
increase for the 10Gb ULL connection change would place certain market
participants at the Exchange at a relative disadvantage compared to
other market participants or affect the ability of such market
participants to compete. As is the case with the current proposed flat
fee, the proposed fee would apply uniformly to all market participants
regardless of the number of connections they choose to purchase. The
proposed fee does not favor certain categories of market participants
in a manner that would impose an undue burden on competition.
    The Exchange does not believe that the proposed rule change would
place certain market participants at the Exchange at a relative
disadvantage compared to other market participants or affect the
ability of such market participants to compete. In particular, Exchange
personnel has been informally discussing potential fees for
connectivity services with a diverse group of market participants that
are connected to the Exchange (including large and small firms, firms
with large connectivity service footprints and small connectivity
service footprints, as well as extranets and service bureaus) for
several months leading up to that time. The Exchange does not believe
the proposed fees for connectivity services would negatively impact the
ability of Members, non-Members (extranets or service bureaus), third-
parties that purchase the Exchange's connectivity and resell it, and
customers of those resellers to compete with other market participants
or that they are placed at a disadvantage.
    The Exchange does anticipate, however, that some market
participants may reduce or discontinue use of connectivity services
provided directly by the Exchange in response to the proposed fees. In
fact, as mentioned above, one MIAX Pearl Options Market Maker
terminated their MIAX Pearl Options membership on January 1, 2023 as a
direct result of the similar proposed fee changes by MIAX Pearl
Options.\129\ The Exchange does not believe that the proposed fees for
connectivity services place certain market participants at a relative
disadvantage to other market participants because the proposed
connectivity pricing is associated with relative usage of the Exchange
by each market participant and does not impose a barrier to entry to
smaller participants. The Exchange believes its proposed pricing is
reasonable and, when coupled with the availability of third-party
providers that also offer connectivity solutions, that participation on
the Exchange is affordable for all market participants, including
smaller trading firms. As described above, the connectivity services
purchased by market participants typically increase based on their
additional message traffic and/or the complexity of their operations.
The market participants that utilize more connectivity services
typically utilize the most bandwidth, and those are the participants
that consume the most resources from the network. Accordingly, the
proposed fees for connectivity services do not favor certain categories
of market participants in a manner that would impose a burden on
competition; rather, the allocation of the proposed connectivity fees
reflects the network resources consumed by the various size of market
participants and the costs to the Exchange of providing such
connectivity services.
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    \129\ The Exchange acknowledges that IEX included in its
proposal to adopt market data fees after offering market data for
free an analysis of what its projected revenue would be if all of
its existing customers continued to subscribe versus what its
projected revenue would be if a limited number of customers
subscribed due to the new fees. See Securities Exchange Act Release
No. 94630 (April 7, 2022), 87 FR 21945 (April 13, 2022) (SR-IEX-
2022-02). MEMX did not include a similar analysis in either of its
recent non-transaction fee proposals. See supra note 77. The
Exchange does not believe a similar analysis would be useful here
because it is amending existing fees, not proposing to charge a new
fee where existing subscribers may terminate connections because
they are no longer enjoying the service at no cost.
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    Lastly, the Exchange does not believe its proposed changes to the
monthly rate for Limited Service MEI Ports will place certain market
participants at a relative disadvantage to other market participants.
All market participants would be eligible to receive four (4) free
Limited Service MEI Ports and those that elect to purchase more would
be

subject to the same flat fee regardless of the number of additional
Limited Service MEI Ports they purchase. All firms purchase the amount
of Limited Service MEI Ports they require based on their own business
decisions and similarly situated firms are subject to the same fees.
Inter-Market Competition
    The Exchange also does not believe that the proposed rule change
and price increase will result in any burden on inter-market
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. As this is a fee increase, arguably if set too
high, this fee would make it easier for other exchanges to compete with
the Exchange. Only if this were a substantial fee decrease could this
be considered a form of predatory pricing. In contrast, the Exchange
believes that, without this fee increase, we are potentially at a
competitive disadvantage to certain other exchanges that have in place
higher fees for similar services. As we have noted, the Exchange
believes that connectivity fees can be used to foster more competitive
transaction pricing and additional infrastructure investment and there
are other options markets of which market participants may connect to
trade options at higher rates than the Exchange's. Accordingly, the
Exchange does not believe its proposed fee changes impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act.
    The Exchange also believes that the proposed fees for 10Gb
connectivity are appropriate and warranted and would not impose any
burden on competition. This is a technology driven change designed to
meet customer needs. The proposed fees would assist the Exchange in
recovering costs related to providing dedicated 10Gb connectivity to
the Exchange while enabling it to continue to meet current and
anticipated demands for connectivity by its Members and other market
participants. Separating its 10Gb network from MIAX Pearl Options
enables the Exchange to better compete with other exchanges by ensuring
it can continue to provide adequate connectivity to existing and new
Members, which may increase in ability to compete for order flow and
deepen its liquidity pool, improving the overall quality of its market.
The proposed rates for 10Gb ULL connectivity are structured to enable
the Exchange to bifurcate its 10Gb ULL network shared with MIAX Pearl
Options so that it can continue to meet current and anticipated
connectivity demands of all market participants.
    Similarly, and also in connection with a technology change, Cboe
Exchange, Inc. (``Cboe'') amended its access and connectivity fees,
including port fees.\130\ Specifically, Cboe adopted certain logical
ports to allow for the delivery and/or receipt of trading messages--
i.e., orders, accepts, cancels, transactions, etc. Cboe established
tiered pricing for BOE and FIX logical ports,\131\ tiered pricing for
BOE Bulk ports, and flat prices for DROP, Purge Ports, GRP Ports and
Multicast PITCH/Top Spin Server Ports. Cboe argued in its fee proposal
that the proposed pricing more closely aligned its access fees to those
of its affiliated exchanges as the affiliated exchanges offer
substantially similar connectivity and functionality and are on the
same platform that Cboe migrated to.\132\ Cboe justified its proposal
by stating that, ``. . . the Exchange believes substitutable products
and services are in fact available to market participants, including,
among other things, other options exchanges a market participant may
connect to in lieu of the Exchange, indirect connectivity to the
Exchange via a third-party reseller of connectivity and/or trading of
any options product, including proprietary products, in the Over-the-
Counter (OTC) markets.'' \133\ The Exchange concurs with the following
statement by CBOE,
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    \130\ See Securities Exchange Act Release No. 90333 (November 4,
2020), 85 FR 71666 (November 10, 2020) (SR-CBOE-2020-105). The
Exchange notes that Cboe submitted this filing after the Staff
Guidance and contained no cost based justification.
    \131\ See Cboe Fee Schedule, Page 12, Logical Connectivity Fees,
available at https://cdn.cboe.com/resources/membership/Cboe_FeeSchedule.pdf (BOE/FIX logical monthly port fees of $750 per
port for ports 1-5 and $800 per port for port 6 or more; and BOE
Bulk logical monthly port fees of $1,500 per port for ports 1-5,
$2,500 per port for ports 6-30, and $3,000 for port 31 or more).
    \132\ Id. at 71676.
    \133\ Id.

    The rule structure for options exchanges are also fundamentally
different from those of equities exchanges. In particular, options
market participants are not forced to connect to (and purchase
market data from) all options exchanges. For example, there are many
order types that are available in the equities markets that are not
utilized in the options markets, which relate to mid-point pricing
and pegged pricing which require connection to the SIPs and each of
the equities exchanges in order to properly execute those orders in
compliance with best execution obligations. Additionally, in the
options markets, the linkage routing and trade through protection
are handled by the exchanges, not by the individual members. Thus
not connecting to an options exchange or disconnecting from an
options exchange does not potentially subject a broker-dealer to
violate order protection requirements. Gone are the days when the
retail brokerage firms (such as Fidelity, Schwab, and eTrade) were
members of the options exchanges--they are not members of the
Exchange or its affiliates, they do not purchase connectivity to the
Exchange, and they do not purchase market data from the Exchange.
Accordingly, not only is there not an actual regulatory requirement
to connect to every options exchange, the Exchange believes there is
also no ``de facto'' or practical requirement as well, as further
evidenced by the recent significant reduction in the number of
broker-dealers that are members of all options exchanges.\134\
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    \134\ Id. at 71676.

    The Cboe proposal also referenced the National Market System Plan
Governing the Consolidated Audit Trail (``CAT NMS Plan''),\135\ wherein
the Commission discussed the existence of competition in the
marketplace generally, and particularly for exchanges with unique
business models. The Commission acknowledged that, even if an exchange
were to exit the marketplace due to its proposed fee-related change, it
would not significantly impact competition in the market for exchange
trading services because these markets are served by multiple
competitors.\136\ Further, the Commission explicitly stated that
``[c]onsequently, demand for these services in the event of the exit of
a competitor is likely to be swiftly met by existing competitors.''
\137\ Finally, the Commission recognized that while some exchanges may
have a unique business model that is not currently offered by
competitors, a competitor could create similar business models if
demand were adequate, and if a competitor did not do so, the Commission
believes it would be likely that new entrants would do so if the
exchange with that unique business model was otherwise profitable.\138\
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    \135\ See Securities Exchange Act Release No. 86901 (September
9, 2019), 84 FR 48458 (September 13, 2019) (File No. S7-13-19).
    \136\ Id.
    \137\ Id.
    \138\ Id.
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    Cboe also filed to establish a monthly fee for Certification
Logical Ports of $250 per Certification Logical Port.\139\ Cboe
reasoned that purchasing additional Certification Logical Ports,

beyond the one Certification Logical Port per logical port type offered
in the production environment free of charge, is voluntary and not
required in order to participate in the production environment,
including live production trading on the Exchange.\140\
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    \139\ See Securities Exchange Act Release No. 94512 (March 24,
2002), 87 FR 18425 (March 30, 2022) (SR-Cboe-2022-011). Cboe offers
BOE and FIX Logical Ports, BOE Bulk Logical Ports, DROP Logical
Ports, Purge Ports, GRP Ports and Multicast PITCH/Top Spin Server
Ports. For each type of the aforementioned logical ports that are
used in the production environment, the Exchange also offers
corresponding ports which provide Trading Permit Holders and non-
TPHs access to the Exchange's certification environment to test
proprietary systems and applications (i.e., ``Certification Logical
Ports'').
    \140\ See Securities Exchange Act Release No. 94512 (March 24,
2002), 87 FR 18425 (March 30, 2022) (SR-Cboe-2022-011).
---------------------------------------------------------------------------

    In its statutory basis, Cboe justified the new port fee by stating
that it believed the Certification Logical Port fee were reasonable
because while such ports were no longer completely free, TPHs and non-
TPHs would continue to be entitled to receive free of charge one
Certification Logical Port for each type of logical port that is
currently offered in the production environment.\141\ Cboe noted that
other exchanges assess similar fees and cited to NASDAQ LLC and
MIAX.\142\ Cboe also noted that the decision to purchase additional
ports is optional and no market participant is required or under any
regulatory obligation to purchase excess Certification Logical Ports in
order to access the Exchange's certification environment.\143\ Finally,
similar proposals to adopt a Certification Logical Port monthly fee
were filed by Cboe BYX Exchange, Inc.,\144\ BZX,\145\ and Cboe EDGA
Exchange, Inc.\146\
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    \141\ Id. at 18426.
    \142\ Id.
    \143\ Id.
    \144\ See Securities Exchange Act Release No. 94507 (March 24,
2002), 87 FR 18439 (March 30, 2022) (SR-CboeBYX-2022-004).
    \145\ See Securities Exchange Act Release No. 94511 (March 24,
2002), 87 FR 18411 (March 30, 2022) (SR-CboeBZX-2022-021).
    \146\ See Securities Exchange Act Release No. 94517 (March 25,
2002), 87 FR 18848 (March 31, 2022) (SR-CboeEDGA-2022-004).
---------------------------------------------------------------------------

    The Cboe fee proposals described herein were filed subsequent to
the D.C. Circuit decision in Susquehanna Int'l Grp., LLC v. SEC, 866
F.3d 442 (D.C. Cir. 2017), meaning that such fee filings were subject
to the same (and current) standard for SEC review and approval as this
proposal. In summary, the Exchange requests the Commission apply the
same standard of review to this proposal which was applied to the
various Cboe and Cboe affiliated markets' filings with respect to non-
transaction fees. If the Commission were to apply a different standard
of review to this proposal than it applied to other exchange fee
filings it would create a burden on competition such that it would
impair the Exchange's ability to make necessary technology driven
changes, such as bifurcating its 10Gb ULL network, because it would be
unable to monetize or recoup costs related to that change and compete
with larger, non-legacy exchanges.
* * * * *
    In conclusion, as discussed thoroughly above, the Exchange
regrettably believes that the application of the Revised Review Process
and Staff Guidance has adversely affected inter-market competition
among legacy and non-legacy exchanges by impeding the ability of non-
legacy exchanges to adopt or increase fees for their market data and
access services (including connectivity and port products and services)
that are on parity or commensurate with fee levels previously
established by legacy exchanges. Since the adoption of the Revised
Review Process and Staff Guidance, and even more so recently, it has
become extraordinarily difficult to adopt or increase fees to generate
revenue necessary to invest in systems, provide innovative trading
products and solutions, and improve competitive standing to the benefit
of non-legacy exchanges' market participants. Although the Staff
Guidance served an important policy goal of improving disclosures and
requiring exchanges to justify that their market data and access fee
proposals are fair and reasonable, it has also negatively impacted non-
legacy exchanges in particular in their efforts to adopt or increase
fees that would enable them to more fairly compete with legacy
exchanges, despite providing enhanced disclosures and rationale under
both competitive and cost basis approaches provided for by the Revised
Review Process and Staff Guidance to support their proposed fee changes

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

    The Exchange received one comment letter on the Initial Proposal,
one comment letter on the Second Proposal, one comment letter on the
Third Proposal, one comment letter on the Fourth Proposal and one
comment letter on the Fifth Proposal, all from the same commenter.\147\
In their letters, the sole commenter seeks to incorporate comments
submitted on previous Exchange proposals to which the Exchange has
previously responded. To the extent the sole commenter has attempted to
raise new issues in its letters, the Exchange believes those issues are
not germane to this proposal in particular, but rather raise larger
issues with the current environment surrounding exchange non-
transaction fee proposals that should be addressed by the Commission
through rule making, or Congress, more holistically and not through an
individual exchange fee filings. Among other things, the commenter is
requesting additional data and information that is both opaque and a
moving target and would constitute a level of disclosure materially
over and above that provided by any competitor exchanges.
---------------------------------------------------------------------------

    \147\ See letter from Brian Sopinsky, General Counsel,
Susquehanna International Group, LLP (``SIG''), to Vanessa
Countryman, Secretary, Commission, dated February 7, 2023, and
letters from Gerald D. O'Connell, SIG, to Vanessa Countryman,
Secretary, Commission, dated March 21, 2023, May 24, 2023, July 24,
2023 and September 18, 2023.
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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,\148\ and Rule 19b-4(f)(2) \149\ 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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    \148\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \149\ 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
file number SR-MIAX-2023-39 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-2023-39. 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 (https://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 a.m. and 3
p.m. Copies of the filing also will be available for inspection and
copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to file number SR-MIAX-2023-39 and should be submitted on
or before November 9, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\150\
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    \150\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-23040 Filed 10-18-23; 8:45 am]
BILLING CODE 8011-01-P