[Federal Register Volume 82, Number 45 (Thursday, March 9, 2017)]
[Notices]
[Pages 13150-13155]
[FR Doc No: 2017-04591]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-32520; File No. 812-14679]

Medley Capital Corporation, et al.; Notice of Application

March 3, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under sections 17(d) and
57(i) of the Investment Company Act of 1940 (the ``Act'') and Rule 17d-
1 under the Act to permit certain joint transactions otherwise
prohibited by sections 17(d) and 57(a)(4) of the Act and Rule 17d-1
under the Act.

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Summary of Application: Applicants request an order to permit certain
business development companies (each, a ``BDC'') and closed-end
management investment companies to co-invest with each other and with
certain affiliated investment funds in portfolio companies.

Applicants: Medley Capital Corporation (``MCC''); Medley SBIC, LP
(``Medley SBIC''); Medley SBIC GP, LLC (the ``SBIC General Partner'');
Medley LLC; MCC Advisors LLC (``MCC Advisors''); Medley Capital LLC,
MOF II Management LLC, and MOF III Management LLC (collectively, the
``Existing Affiliated Investment Advisers''); MOF II GP LLC, MOF III GP
LLC, and Medley Credit Strategies GP, LLC (collectively, the ``Existing
General Partners''); Medley Opportunity Fund III LP, Medley Opportunity
Fund II LP, and Medley Credit Strategies (KOC) LLC (collectively, the
``Existing Affiliated Funds''); Sierra Income Corporation (``Sierra'');
SIC Advisors LLC (``SIC Advisors''); Sierra Total Return Fund
(``STRF''); STRF Advisors LLC (``STRF Advisors''); Sierra Opportunity
Fund (``SOF''); and SOF Advisor LLC (``SOF Advisors'').

Filing Dates: The application was filed on July 26, 2016, and amended
on December 23, 2016. Applicants have agreed to file an amendment
during the notice period, the substance of which is reflected in this
notice.

Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on March 28, 2017 and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
St. NE., Washington, DC 20549-1090. Applicants: c/o Brooke Taube,
Medley Capital Corporation, Seth Taube, Sierra Income Corporation,
Sierra Total Return Fund, and Sierra Opportunity Fund, 280 Park Avenue,
6th Floor East, New York, NY 10017.

FOR FURTHER INFORMATION CONTACT: Hae-Sung Lee, Attorney-Adviser, at
(202) 551-7345, or David J. Marcinkus, Branch Chief, at<PHONE_NUMBER>
(Chief Counsel's Office, Division of Investment Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. MCC is an externally managed, non-diversified, closed-end
management investment company that has elected to be regulated as a BDC

under the Act.\1\ MCC's investment objective is to generate current
income and capital appreciation by lending directly to privately-held
middle market companies. MCC's board of directors (the ``MCC Board'')
currently consists of seven members, four of whom are not ``interested
persons'' as defined in section 2(a)(19) of the Act (the ``Independent
Directors''). Each of Brooke Taube and Seth Taube (the ``Principals'')
and Jeff Tonkel serves as an interested director on the MCC Board.
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    \1\ Section 2(a)(48) defines a BDC to be any closed-end
investment company that operates for the purpose of making
investments in securities described in sections 55(a)(1) through
55(a)(3) of the Act and makes available significant managerial
assistance with respect to the issuers of such securities.
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    2. Applicants represent that Medley SBIC was organized as a limited
partnership under the laws of the state of Delaware and is licensed by
the Small Business Administration (``SBA'') to operate under the Small
Business Investment Act of 1958, as amended (``SBA Act''), as a small
business investment company (each such licensed entity, an ``SBIC
Subsidiary''). Applicants state that Medley SBIC will not be registered
under the Act based on the exclusion from the definition of investment
company contained in section 3(c)(7). The SBIC General Partner was
organized as a limited liability company under the laws of the state of
Delaware and is the general partner of Medley SBIC. Applicants
represent that Medley SBIC is functionally a wholly-owned subsidiary of
MCC because MCC and the SBIC General Partner (which is a wholly-owned
subsidiary of MCC) own all of the equity and voting interests in Medley
SBIC.
    3. Sierra is an externally managed, non-diversified, closed-end
management investment company that has elected to be regulated as a BDC
under the Act. Sierra's investment objective is to generate current
income and capital appreciation by investing primarily in the debt of
privately-held U.S. companies with a focus on senior secured debt,
second lien debt and, to a lesser extent, subordinated debt. Sierra's
board of directors (the ``Sierra Board'') currently consists of five
members, three of whom are Independent Directors. Each of the
Principals serves as an interested director on the Sierra Board.
    4. STRF is an externally managed, non-diversified, closed-end
management investment company registered under the Act. STRF will be
operated as an interval fund. STRF's investment objective is to
generate total return through a combination of current income and long-
term capital appreciation by investing in a portfolio of debt
securities and equities. STRF's board of directors (the ``STRF Board'')
currently consists of five members, three of whom are Independent
Directors. Each of the Principals serves as an interested trustee on
the STRF Board.
    5. SOF is an externally managed, non-divsersified, closed-end
management investment company registered under the Act. SOF will be
operated as an interval fund. SOF's investment objective is to generate
current income and, as a secondary objective, long-term capital
appreciation. SOF's board of directors (the ``SOF Board'') currently
consists of five members, three of whom are Independent Directors. Each
of the Principals serves as an interested trustee on the SOF Board.
    6. MCC Advisors is registered as an investment adviser under the
Investment Advisers Act of 1940 (the ``Advisers Act'') and serves as
the investment adviser to MCC. SIC Advisors is registered as an
investment adviser under the Advisers Act and serves as the investment
adviser to Sierra. STRF Advisors is registered as an investment adviser
under the Advisers Act and serves as an investment adviser to STRF. SOF
Advisors is registered as an investment adviser under the Advisers Act
and serves as an investment adviser to SOF. The Existing Affiliated
Investment Advisers are registered under the Advisers Act and currently
serve as investment advisers to the Existing Affiliated Funds. Medley
LLC, which is controlled by the Principals, controls each of the
Existing Affiliated Investment Advisers.\2\ The Existing General
Partners are the general partners of certain of the Existing Affiliated
Funds. The Existing General Partners are direct, wholly-owned
subsidiaries of Medley GP Holdings LLC, which is controlled by the
Principals.
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    \2\ ``Affiliated Investment Advisers'' means the Existing
Affiliated Investment Adviser and any future investment adviser that
Medley LLC controls.
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    7. Each of the Existing Affiliated Funds is a separate legal entity
and is excluded from the definition of ``investment company'' under
section 3(c)(1) or 3(c)(7) of the Act.
    8. Applicants seek to supersede the Prior Order \3\ to permit a
Regulated Entity and one or more other Regulated Entities and/or one or
more Affiliated Funds to participate in the same investment
opportunities through a proposed co-investment program where such
participation would otherwise be prohibited under sections 17(d) and
57(a)(4) and rule 17d-1 (the ``Co-Investment Program'').\4\ For
purposes of the application, a ``Co-Investment Transaction'' means any
transaction in which a Regulated Entity (or its Wholly-Owned Investment
Sub, as defined below) participated, in reliance on the Order or the
Prior Order), (a) together with one or more other Regulated Entities
and/or (b) together with one or more Affiliated Funds. A ``Potential
Co-Investment Transaction'' means any investment opportunity in which a
Regulated Entity (or its Wholly-Owned Investment Sub) could not
participate together with one or more Regulated Entities and/or
together with one or more Affiliated Funds without obtaining and
relying on the Order. Affiliated Funds that have the capacity to, and
elect to, co-invest with the Regulated Entities are referred to as
``Participating Funds.''
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    \3\ The requested order (the ``Order'') would supersede an
exemptive order issued by the Commission on November 25, 2013 (the
``Prior Order'') that was granted pursuant to sections 57(a)(4) and
57(i) and rule 17d-1, with the result that no person will continue
to rely on the Prior Order if the Order is granted. Medley Capital
Corporation, et al., Investment Company Act Release Nos. 30769 (Oct.
28, 2013) (notice) and 30807 (Nov. 25, 2013) (order). All existing
entities that currently intend to rely on the Order have been named
as applicants. Any other existing or future entity that relies on
the Order in the future will comply with the terms and conditions of
the application.
    \4\ ``Future Affiliated Funds'' means any entity whose (i)
investment adviser is an Affiliated Investment Adviser, (ii) that
would be an investment company but for section 3(c)(1) or 3(c)(7) of
the Act, (iii) that is not a subsidiary of a Regulated Entity, and
(iv) that intends to participate in the Co-Investment Program.
``Affiliated Funds'' means the Existing Affiliated Funds and the
Future Affiliated Funds. ``Regulated Entity'' means any of (i) MCC,
(ii) Sierra, (iii) STRF, (iv) SOF, or (v) any future closed-end
investment company that is registered under the Act or has elected
to be regulated as a BDC under the Act, whose investment adviser is
a Regulated Entity Adviser, and that intends to participate in the
Co-Investment Program. ``Regulated Entity Advisers'' means (i) MCC
Advisors, (ii) SIC Advisors, (iii) STRF Advisors, (iv) SOF Advisors,
and (v) any future investment adviser that Medley LLC controls.
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    9. Applicants state that a Regulated Entity may, from time to time,
form one or more Wholly-Owned Investment Subs.\5\ Such a subsidiary
would be

prohibited from investing in a Co-Investment Transaction with any
Affiliated Fund or another Regulated Entity because it would be a
company controlled by the Regulated Entity for purposes of sections
17(d) and 57(a)(4) and rule 17d-1. Applicants request that each Wholly-
Owned Investment Sub be permitted to participate in Co-Investment
Transactions in lieu of the Regulated Entity that owns it and that the
Wholly-Owned Investment Sub's participation in any such transaction be
treated, for purposes of the Order, as though the Regulated Entity were
participating directly. Applicants represent that this treatment is
justified because a Wholly-Owned Investment Sub would have no purpose
other than serving as a holding vehicle for the Regulated Entity's
investments and, therefore, no conflicts of interest could arise
between the Regulated Entity and the Wholly-Owned Investment Sub. The
Regulated Entity's Board would make all relevant determinations under
the conditions with regard to a Wholly-Owned Investment Sub's
participation in a Co-Investment Transaction, and the Regulated
Entity's Board would be informed of, and take into consideration, any
proposed use of a Wholly-Owned Investment Sub in the Regulated Entity's
place. If the Regulated Entity proposes to participate in the same Co-
Investment Transaction with any of its Wholly-Owned Investment Subs,
the Board of the Regulated Entity will also be informed of, and take
into consideration, the relative participation of the Regulated Entity
and the Wholly-Owned Investment Sub.
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    \5\ The term ``Wholly-Owned Investment Sub'' means an entity (i)
that is wholly-owned by a Regulated Entity (with such Regulated
Entity at all times holding, beneficially and of record, 100% of the
voting and economic interests), (ii) whose sole business purpose is
to hold one or more investments on behalf of such Regulated Entity
(and, in the case of an SBIC Subsidiary, maintain a license under
the SBA Act and issue debentures guaranteed by the SBA); (iii) with
respect to which the Regulated Entity's board of directors
(``Board'') has the sole authority to make all determinations with
respect to the entity's participation under the conditions of the
application; and (iv) that would be an investment company but for
section 3(c)(1) or 3(c)(7) of the Act. All subsidiaries
participating in the Co-Investment Program will be Wholly-Owned
Investment Subs and will have Objectives and Strategies (as defined
below) that are either substantially the same as, or a subset of,
their parent Regulated Entity's Objectives and Strategies. An SBIC
Subsidiary may be a Wholly-Owned Investment Sub if it satisfies the
conditions in this definition.
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    10. In selecting investments for each Regulated Entity, the
Regulated Entity Advisers will consider the investment objective,
investment policies, investment position, capital available for
investment, and other factors relevant to the respective Regulated
Entities they advise. The Regulated Entity Advisers expect that any
portfolio company that is an appropriate investment for a Regulated
Entity should also be an appropriate investment for one or more other
Regulated Entities and/or one or more Affiliated Funds, with certain
exceptions based on available capital or diversification.\6\ The
Regulated Entity Adviser, as applicable, will present each Potential
Co-Investment Transaction and the proposed allocation of each
investment opportunity to the directors of the relevant Regulated
Entity's Board that are eligible to vote under section 57(o) of the Act
(the ``Eligible Directors''). The ``required majority,'' as defined in
section 57(o) (``Required Majority'') of a Regulated Entity will
approve each Co-Investment Transaction prior to any investment by the
Regulated Entity.
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    \6\ The Regulated Entities, however, will not be obligated to
invest, or co-invest, when investment opportunities are referred to
them.
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    11. All subsequent activity (i.e., exits or Follow-On Investments,
as defined below) in a Co-Investment Transaction will also be made in
accordance with the terms and conditions set forth in the
application.\7\ A Regulated Entity may participate in a pro rata
disposition or Follow-On Investment without obtaining prior approval of
the Required Majority if, among other things: (i) The proposed
participation of each Regulated Entity and Affiliated Fund is
proportionate to its outstanding investments in the issuer immediately
preceding the disposition or Follow-On Investment, as the case may be;
and (ii) the Board of the Regulated Entity has approved that Regulated
Entity's participation in pro rata dispositions and Follow-On
Investments as being in the best interests of the Regulated Entity. If
the Board has not given such approval in advance, any such disposition
or Follow-On Investment will be submitted to the Regulated Entity's
Eligible Directors. The Board of a Regulated Entity may at any time
rescind, suspend or qualify its approval of pro rata dispositions and
Follow-On Investments with the result that all dispositions and/or
Follow-On Investments must be submitted to the Eligible Directors.
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    \7\ ``Follow-On Investments'' means additional investments in
securities of issuers, including through the exercise of warrants,
conversion privileges, and other rights to purchase securities of
the issuers.
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    12. Applicants state that none of the Principals will benefit
directly or indirectly from any Co-Investment Transaction (other than
by virtue of the ownership of securities of MCC and the Affiliated
Investment Advisers) or participate individually in any Co-Investment
Transaction. In addition, no Independent Director will have any direct
or indirect financial interest in any Co-Investment Transaction or any
interest in any portfolio company, other than through an interest (if
any) in the securities of a Regulated Entity.

Applicants' Legal Analysis

    1. Section 17(d) of the Act and rule 17d-1 under the Act are
applicable to Regulated Entities that are registered closed-end
investment companies. Section 17(d) of the Act and rule 17d-1 under the
Act prohibit participation by a registered investment company and an
affiliated person in any ``joint enterprise or other joint arrangement
or profit-sharing plan,'' as defined in the rule, without prior
approval by the Commission by order upon application.
    2. Similarly, with regard to BDCs, Section 57(a)(4) of the Act
prohibits certain affiliated persons of a BDC from participating in
joint transactions with the BDC or a company controlled by such BDC in
contravention of rules as prescribed by the Commission. Under section
57(b)(2) of the Act, any person who is directly or indirectly
controlling, controlled by, or under common control with a BDC is
subject to section 57(a)(4). Applicants submit that each of the
Affiliated Funds and the other Regulated Entities could be deemed to be
a person related to each Regulated Entity in a manner described by
section 57(b) by virtue of being under common control with such
Regulated Entity.
    2. Section 57(i) of the Act provides that, until the Commission
prescribes rules under section 57(a)(4), the Commission's rules under
section 17(d) of the Act applicable to registered closed-end investment
companies will be deemed to apply to BDCs. Because the Commission has
not adopted any rules under section 57(a)(4), rule 17d-1 applies.
    3. Rule 17d-1, as made applicable to BDCs by section 57(i),
prohibits any person who is related to a BDC in a manner described in
section 57(b), acting as principal, from participating in, or effecting
any transaction in connection with, any joint enterprise or other joint
arrangement or profit-sharing plan in which the BDC or a company
controlled by such BDC is a participant, absent an order from the
Commission. In passing upon applications under rule 17d-1, the
Commission considers whether the participation by the BDC or controlled
company in the joint transaction is consistent with the provisions,
policies, and purposes of the Act and the extent to which such
participation is on a basis different from or less advantageous than
that of other participants.
    4. Applicants state that they expect that co-investment in
portfolio companies by the Regulated Entities and the Affiliated Funds
will increase the number of favorable investment opportunities for the
Regulated Entities

and that the Co-Investment Program will be implemented only if the
Required Majority of the applicable Regulated Entity approves it.
    5. Applicants submit that the Required Majority's approval of each
Co-Investment Transaction before investment, and other protective
conditions set forth in the application, will ensure that the
applicable Regulated Entity will be treated fairly. Applicants state
that the Regulated Entities' participation in the Co-Investment
Transactions will be consistent with the provisions, policies, and
purposes of the Act and on a basis that is not different from or less
advantageous than that of other participants.
    6. Under condition 14, if the Regulated Entity Advisers or the
Principals, or any person controlling, controlled by, or under common
control with the Regulated Entity Advisers or the Principals, and the
Affiliated Funds (collectively, the ``Holders'') own in the aggregate
more than 25% of the outstanding voting securities of a Regulated
Entity (``Shares''), then the Holders will vote such Shares as directed
by an independent third party when voting on matters specified in the
condition. Applicants believe that this condition will ensure that the
Independent Directors will act independently in evaluating the Co-
Investment Program, because the ability of the Regulated Entity
Advisers or the Principals to influence the Independent Directors by a
suggestion, explicit or implied, that the Independent Directors can be
removed will be limited significantly. Applicants represent that the
Independent Directors will evaluate and approve any independent third
party, taking into accounts its qualifications, reputation for
independence, cost to the shareholders, and other factors that they
deem relevant.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will
be subject to the following conditions:
    1. Each time a Regulated Entity Adviser or an Affiliated Investment
Adviser considers a Potential Co-Investment Transaction for an
Affiliated Fund or another Regulated Entity that falls within the then-
current Objectives and Strategies of a Regulated Entity,\8\ the
appropriate Regulated Entity Adviser will make an independent
determination of the appropriateness of the investment for the
Regulated Entity in light of the Regulated Entity's then-current
circumstances.
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    \8\ ``Objectives and Strategies'' means the Regulated Entity's
investment objectives and strategies, as described in the Regulated
Entity's registration statement on Form N-2, other filings the
Regulated Entity has made with the Commission under the Securities
Act of 1933, as amended (the ``1933 Act''), or under the Securities
Exchange Act of 1934, as amended, and the Regulated Entity's reports
to stockholders.
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    2. (a) If a Regulated Entity Adviser deems a Regulated Entity's
participation in any Potential Co-Investment Transaction to be
appropriate for such Regulated Entity, it will then determine an
appropriate level of investment for such Regulated Entity.
    (b) If the aggregate amount recommended by Regulated Entity
Advisers to be invested by the Regulated Entities in such Potential Co-
Investment Transaction, together with the amount proposed to be
invested by each Participating Fund, collectively, in the same
transaction, exceeds the amount of the investment opportunity, the
amount proposed to be invested by each such party will be allocated
among them pro rata based on each participating party's capital
available for investment in the asset class being allocated, up to the
amount proposed to be invested by each. The Regulated Entity Advisers
will provide the respective Eligible Directors with information
concerning each party's available capital to assist the Eligible
Directors with their review of such Regulated Entity's investments for
compliance with these allocation procedures.
    (c) After making the determinations required in conditions 1 and
2(a), the Regulated Entity Advisers will distribute written information
concerning the Potential Co-Investment Transaction, including the
amount proposed to be invested by each Regulated Entity and any
Participating Fund, to the Eligible Directors of the each participating
Regulated Entity for their consideration. A Regulated Entity will co-
invest with another Regulated Entity and/or any Participating Fund only
if, prior to participating in the Potential Co-Investment Transaction,
a Required Majority of the Regulated Entity concludes that:
    (i) The terms of the transaction, including the consideration to be
paid, are reasonable and fair to the Regulated Entity and its
stockholders and do not involve overreaching in respect of the
Regulated Entity or its stockholders on the part of any person
concerned;
    (ii) the transaction is consistent with
    (A) the interests of the Regulated Entity's stockholders; and
    (B) the Regulated Entity's then-current Objectives and Strategies.
    (iii) the investment by another Regulated Entity or one or more
Participating Funds would not disadvantage the Regulated Entity, and
participation by such Regulated Entity is not on a basis different from
or less advantageous than that of any Participating Fund or other
Regulated Entity; provided that, if any Participating Fund or other
Regulated Entity, but not the Regulated Entity itself, gains the right
to nominate a director for election to a portfolio company's board of
directors or the right to have a board observer or any similar right to
participate in the governance or management of the portfolio company,
such event shall not be interpreted to prohibit the Required Majority
from reaching the conclusions required by this condition (2)(c)(iii),
if
    (A) the Eligible Directors shall have the right to ratify the
selection of such director or board observer, if any;
    (B) the Regulated Entity Adviser agrees to, and does, provide
periodic reports to the Board of the applicable Regulated Entity with
respect to the actions of such director or the information received by
such board observer or obtained through the exercise of any similar
right to participate in the governance or management of the portfolio
company; and
    (C) any fees or other compensation that any other Regulated Entity
or any Participating Fund or any affiliated person of either receives
in connection with the right of a Participating Fund or other Regulated
Entity to nominate a director or appoint a board observer or otherwise
to participate in the governance or management of the portfolio company
will be shared proportionately among any Participating Funds (who may,
in turn, share their portion with their affiliated persons) and the
participating Regulated Entities in accordance with the amount of each
party's investment; and
    (iv) the proposed investment by the Regulated Entity will not
benefit the Regulated Entity Advisers, the Affiliated Funds or other
Regulated Entities, or any affiliated person of any of them (other than
the other parties to the Co-Investment Transaction), except (a) to the
extent permitted by condition 13; (b) to the extent permitted by
sections 17(e) or 57(k), as applicable; (c) indirectly, as a result of
an interest in securities issued by one of the parties to the Co-
Investment Transaction; or (d) in the case of fees or other
compensation described in condition 2(c)(iii)(C).
    3. Each Regulated Entity has the right to decline to participate in
any Potential

Co-Investment Transaction or to invest less than the amount proposed.
    4. The Regulated Entity Advisers will present to the Board of each
Regulated Entity, as applicable, on a quarterly basis, a record of all
investments in Potential Co-Investment Transactions made by the
Affiliated Funds and other Regulated Entities during the preceding
quarter that fell within the Regulated Entity's then-current Objectives
and Strategies that were not made available to the respective Regulated
Entity, and an explanation of why the investment opportunities were not
offered to the Regulated Entity. All information presented to the Board
pursuant to this condition will be kept for the life of the Regulated
Entity and at least two years thereafter, and will be subject to
examination by the Commission and its staff.
    5. Except for Follow-On Investments made pursuant to condition 8
below,\9\ a Regulated Entity will not invest in reliance on the Order
in any portfolio company in which any other Regulated Entity, any
Affiliated Fund, or any affiliated person of any other Regulated Entity
or Affiliated Fund is an existing investor.
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    \9\ This exception applies only to Follow-On Investments by a
Regulated Entity in issuers in which that Regulated Entity already
holds investments.
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    6. A Regulated Entity will not participate in any Potential Co-
Investment Transaction unless the terms, conditions, price, class of
securities to be purchased, settlement date and registration rights
will be the same for such Regulated Entity as for the Participating
Funds and/or other Regulated Entities. The grant to an Affiliated Fund
or another Regulated Entity, but not such Regulated Entity, of the
right to nominate a director for election to a portfolio company's
board of directors, the right to have an observer on the board of
directors or similar rights to participate in the governance or
management of the portfolio company will not be interpreted so as to
violate this condition 6, if conditions 2(c)(iii)(A), (B) and (C) are
met.
    7. (a) If any Regulated Entity or Participating Fund elects to
sell, exchange, or otherwise dispose of an interest in a security that
was acquired in a Co-Investment Transaction, then:
    (i) The investment adviser to such Regulated Entity or
Participating Fund will notify each other Regulated Entity that
participated in the Co-Investment Transaction of the proposed
disposition at the earliest practical time; and
    (ii) the investment adviser to each other Regulated Entity that
participated in the Co-Investment Transaction will formulate a
recommendation as to participation by such Regulated Entity in the
disposition.
    (b) Each Regulated Entity will have the right to participate in
such disposition on a proportionate basis, at the same price and on the
same terms and conditions as those applicable to any Participating
Funds and any other Regulated Entities.
    (c) A Regulated Entity may participate in such disposition without
obtaining prior approval of the Required Majority if: (i) The proposed
participation of each Regulated Entity and the Participating Funds in
such disposition is proportionate to its outstanding investments in the
issuer immediately preceding the disposition; (ii) the Board of the
applicable Regulated Entity has approved as being in the best interests
of the applicable Regulated Entity the ability to participate in such
dispositions on a pro rata basis (as described in greater detail in the
application); and (iii) the Board of the applicable Regulated Entity is
provided on a quarterly basis with a list of all dispositions made in
accordance with this condition. In all other cases, the applicable
Regulated Entity Adviser will provide its written recommendation as to
such Regulated Entity's participation to the Eligible Directors, and
such Regulated Entity will participate in such disposition solely to
the extent that a Required Majority determines that it is in such
Regulated Entity's best interests.
    (d) Each Regulated Entity and each of the Participating Funds will
bear its own expenses in connection with any such disposition.
    8. (a) If any Regulated Entity or Participating Fund desires to
make a Follow-On Investment in a portfolio company whose securities
were acquired in a Co-Investment Transaction, then:
    (i) The investment adviser to such Regulated Entity or
Participating Fund will notify each other Regulated Entity that
participated in the Co-Investment Transaction of the proposed
transaction at the earliest practical time; and
    (ii) the investment adviser to each other Regulated Entity that
participated in the Co-Investment Transaction will formulate a
recommendation as to the proposed participation, including the amount
of the proposed investment, by such Regulated Entity.
    (b) A Regulated Entity may participate in such Follow-On Investment
without obtaining prior approval of the Required Majority if: (i) The
proposed participation of each Regulated Entity and Participating Fund
in such investment is proportionate to its outstanding investments in
the issuer immediately preceding the Follow-On Investment; (ii) the
Board of the applicable Regulated Entity has approved as being in the
best interests of such Regulated Entity the ability to participate in
Follow-On Investments on a pro rata basis (as described in greater
detail in the application); and (iii) the Board of the applicable
Regulated Entity is provided on a quarterly basis with a list of all
Follow-On Investments made in accordance with this condition. In all
other cases, the applicable Regulated Entity Adviser will provide its
written recommendation as to such Regulated Entity's participation to
the Eligible Directors, and such Regulated Entity will participate in
such follow-on investment solely to the extent that a Required Majority
determines that it is in such Regulated Entity's best interests.
    (c) If, with respect to any follow-on investment:
    (i) The amount of the opportunity is not based on the Regulated
Entities' and the Participating Funds' outstanding investments
immediately preceding the follow-on investment; and
    (ii) the aggregate amount recommended by the applicable Regulated
Entity Adviser to be invested by each Regulated Entity in such Co-
Investment Transaction, together with the amount proposed to be
invested by the Participating Funds and/or other Regulated Entity,
collectively, in the same transaction, exceeds the amount of the
investment opportunity, then the amount to be invested by each such
party will be allocated among them pro rata based on each party's
capital available for investment in the asset class being allocated, up
to the amount proposed to be invested by each.
    (d) The acquisition of Follow-On Investments as permitted by this
condition will be considered a Co-Investment Transaction for all
purposes and be subject to the other conditions set forth in the
application.
    9. The Independent Directors of each Regulated Entity will be
provided quarterly for review all information concerning Potential Co-
Investment Transactions and Co-Investment Transactions, including
investments made by other Regulated Entities or Affiliated Funds that
the Regulated Entity considered but declined to participate in, so that
the Independent Directors may determine whether all investments made
during the preceding quarter, including those investments that the
Regulated Entity considered but declined to participate in, comply with
the conditions of the Order. In addition, the Independent Directors
will consider at least annually the continued

appropriateness for the Regulated Entities of participating in new and
existing Co-Investment Transactions.
    10. Each Regulated Entity will maintain the records required by
section 57(f)(3) as if each of the Regulated Entities were a BDC and
each of the investments permitted under these conditions were approved
by the Required Majority under section 57(f).
    11. No Independent Director of a Regulated Entity will also be a
director, general partner, managing member or principal, or otherwise
an ``affiliated person'' (as defined in the Act) of, any of the
Affiliated Funds.
    12. The expenses, if any, associated with acquiring, holding or
disposing of any securities acquired in a Co-Investment Transaction
(including, without limitation, the expenses of the distribution of any
such securities registered for sale under the 1933 Act) shall, to the
extent not payable by the Regulated Entity Advisers or the Affiliated
Investment Advisers under their respective investment advisory
agreements with the Regulated Entities and the Participating Funds, be
shared by the applicable Regulated Entities and the Participating Funds
in proportion to the relative amounts of their securities held or being
acquired or disposed of, as the case may be.
    13. Any transaction fee (including break-up or commitment fees but
excluding brokers' fees contemplated by section 57(k)(2) or 17(e)(2),
as applicable) received in connection with a Co-Investment Transaction
will be distributed to the applicable Regulated Entities and the
Participating Funds on a pro rata basis based on the amounts each
invested or committed, as the case may be, in such Co-Investment
Transaction. If any transaction fee is to be held by a Regulated Entity
Adviser or an Affiliated Investment Adviser pending consummation of the
transaction, the fee will be deposited into an account maintained by
the Regulated Entity Adviser or such other adviser, as the case may be,
at a bank or banks having the qualifications prescribed in Section
26(a)(1), and the account will earn a competitive rate of interest that
will also be divided pro rata among each applicable Regulated Entity
and each Participating Fund based on the amount each invests in such
Co-Investment Transaction. None of the Affiliated Funds, Regulated
Entity Advisers, Affiliated Investment Advisers, or any affiliated
person of any of the Regulated Entities will receive additional
compensation or remuneration of any kind (other than (a) in the case of
the Regulated Entities and the Participating Funds, the pro rata
transaction fees described above and fees or other compensation
described in condition 2(c)(iii)(C) and (b) in the case of the
Regulated Entity Advisers and the Affiliated Advisers, investment
advisory fees paid in accordance with the Regulated Entities' and
Affiliated Funds' governing agreements) as a result of or in connection
with a Co-Investment Transaction.
    14. If the Regulated Entity Advisers, the Principals, any person
controlling, controlled by, or under common control with the Regulated
Entity Advisers or the Principals, and the Affiliated Funds
(collectively, the ``Holders'') own in the aggregate more than 25% of
the outstanding voting securities of a Regulated Entity (``Shares''),
then the Holders will vote such Shares as directed by an independent
third party when voting on (1) the election of directors; (2) the
removal of one or more directors; or (3) any other matter under either
the Act or applicable State law affecting the Board's composition, size
or manner of election.
    15. The Regulated Entity Advisers and the Affiliated Investment
Advisers will maintain written policies and procedures reasonably
designed to ensure compliance with the foregoing conditions. These
policies and procedures will require, among other things, that each
Regulated Entity Adviser will be notified of all Potential Co-
Investment Transactions that fall within the then-current Objectives
and Strategies of any Regulated Entity it advises and will be given
sufficient information to make its independent determination and
recommendations under conditions 1, 2(a), 7 and 8.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-04591 Filed 3-8-17; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 80, Number 190 (Thursday, October 1, 2015)]
[Notices]
[Pages 59204-59207]
[FR Doc No: 2015-24883]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75986; File No. SR-MIAX-2015-55]

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

September 25, 2015.
    Pursuant to the provisions of Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on September 21, 2015, Miami International
Securities Exchange LLC (``MIAX'' or ``Exchange'') filed with the
Securities and Exchange Commission (``Commission'') a proposed rule
change as described in Items I, and II, below, which Items have been
prepared by the Exchange. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change

    The Exchange is filing a proposal to amend the MIAX Options Fee
Schedule (the ``Fee Schedule'') to modify the Exchange's connectivity
fees.
    The text of the proposed rule change is available on the Exchange's
Web site at http://www.miaxoptions.com/filter/wotitle/rule_filing, at
MIAX's principal office, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

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

1. Purpose
    The Exchange proposes to amend its Fee Schedule regarding
connectivity to the Exchange. Specifically, the Exchange proposes to
(a) establish a new connectivity fee for a 10Gigabit (``Gb'') ultra-low
latency (``ULL'') fiber connection; (b) establish a new connectivity
testing and certification fee for the 10Gb ULL fiber connection; and
(c) change the network connectivity fees so that the fees assessed to a
subscriber during a trading month are pro-rated when a subscriber makes
a change to the connectivity (by adding or deleting connections) with
such pro-rated fees based on the number of trading days that the
subscriber has been credentialed to utilize any of the Exchange
application program interfaces (``APIs'') in the production environment
through such connection, divided by the total number of trading days in
such month multiplied by the applicable monthly rate.
    The Exchange currently offers various bandwidth alternatives for
connectivity to the Exchange, including a 10Gb fiber connection and a
1Gb fiber connection.\3\ The Exchange now proposes to provide a second
10Gb fiber connection offering, which uses ultra-low latency
switches.\4\ A switch is a type of network hardware that facilitates
communication between a MIAX participant's application servers and the
Exchange's application servers that service MIAX participants. Each of
the Exchange's current connection offerings uses different switches,
but the switches are of uniform type within each offering. As a
consequence, all subscribers to a particular connection receive the
same latency in terms of the capabilities of their switches. The 10Gb
ULL offering uses a new ultra-low latency switch, which provides faster
processing of messages sent to it in comparison to the current switch
in use for other types of connectivity. As a consequence, MIAX
participants that seek faster processing of their messages to the
Exchange will now have the opportunity to subscribe to a faster and
more efficient connection to the Exchange.\5\
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    \3\ See MIAX Fee Schedule, Section 5.
    \4\ The Term ``latency'' for these purposes is a measure of the
time it takes for an order to enter into a switch and then exit for
entry into the Exchange's system.
    \5\ The Exchange is not offering a low latency alternative for
other bandwidth connections at this time, but may do so in the
future.
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    The Exchange proposes a monthly network connectivity fee of $7,500
for a 10Gb ULL connection for both members and non-members. The
Exchange also proposes a network connectivity testing and certification
fee of $4,000 for members and $4,200 for non-members, which is
identical to the testing and certification fee for the current 10Gb
fiber connection. It has been MIAX's experience that Member testing
takes less time than non-Member testing because Members have more
experience testing these systems with the Exchange; generally fewer
questions and issues arise during the testing and certification
process. Therefore, the Exchange believes that it is reasonable to
charge non-Members more for testing and certification than Members.
    The network connectivity fee for the 10Gb ULL connectivity will be
pro-rated based on the number of trading days that the member or non-
member has been credentialed to utilize any of the Exchange APIs in a
production environment through the 10Gb ULL connection, divided by the
total number of trading days in such month multiplied by the monthly
rate. MIAX participants may also be credentialed to receive market data
through the 10Gb ULL connection.
    The Exchange believes that the pricing of the 10Gb ULL connectivity
is reflective of the value it will provide and the cost to the Exchange
for the necessary hardware and other infrastructure and maintenance
costs to the Exchange associated with this technology. The growth in
the size of consolidated and proprietary data feeds has resulted in
demand for faster processing of message traffic, and ultra-low latency
switches meet this demand by decreasing the time in which individual
messages are processed and market data is transmitted by these new
switches. The Exchange's proposal will provide MIAX participants with
the opportunity to connect to the Exchange via faster switch
processing. The

Exchange notes that other exchanges have adopted low-latency
connectivity alternatives for their participants. For example, NASDAQ
OMX PHLX LLC (``PHLX''), NYSE Arca (``Arca''), NYSE MKT LLC (``Amex'')
and the International Securities Exchange LLC (``ISE'') all offer a
10Gb low latency Ethernet connectivity alternative to each of their
participants, which provides a higher speed network to access their
trading systems.\6\
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    \6\ See Securities Exchange Act Release Nos. 70174 (August 13,
2013), 78 FR 50477 (August 19, 2013) (SR-PHLX-2013-82); 70886
(November 15, 2013), 78 FR 69904 (November 21, 2013) (SR-NYSEMKT-
2013-92); 70982 (December 4, 2013), 78 FR 74197 (December 10, 2013)
(SR-NYSEMKT -2013-97); 70887 (November 15, 2013), 78 FR 69897
(November 21, 2013) (SR-NYSEARCA-2013-123); 70981 (December 4,
2013), 78 FR 74203 (December 10, 2013) (SR-NYSEARCA-2013-131); 66525
(March 7, 2012), 77 FR 14847 (March 13, 2012) (SR-ISE-2012-09). Both
NYSE Arca and NYSE Amex filed one filing to provide for the new
lower-latency 10Gb connection and one filing to establish the fees
associated with the connection.
---------------------------------------------------------------------------

    The Exchange also proposes to modify its network connectivity fees
for all of its connections. Specifically, the Exchange proposes to pro-
rate both member and non-member network connectivity fees assessed when
a MIAX participant makes a change to its connectivity by adding or
deleting connections. The pro-rated fee will be based upon the number
of trading days that the MIAX participant has been credentialed to
utilize any of the Exchange APIs in a production environment through
the applicable connection, divided by the total number of trading days
in such month multiplied by the applicable monthly rate. The Exchange
believes that providing members and non-members the ability to change
connectivity between the Exchange's 1Gb, 10Gb and 10Gb ULL lines and be
charged accordingly will provide each MIAX participant with greater
flexibility and potential cost savings. MIAX participants may also be
credentialed to receive market data through such connections.
    The Exchange proposes to implement the proposed changes to the Fee
Schedule effective as of October 1, 2015.
2. Statutory Basis
    MIAX believes that its proposal to amend its fee schedule is
consistent with Section 6(b) of the Act \7\ in general, and furthers
the objectives of Section 6(b)(4) of the Act \8\ in particular, in that
it provides for the equitable allocation of reasonable dues, fees and
other charges among members and issuers and other persons using any
facility or system which the Exchange operates or controls. The
Exchange also believes the proposal furthers the objectives of Section
6(b)(5) of the Act \9\ in that it is designed to promote just and
equitable principles of trade, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general to protect investors and the public interest and is not
designed to permit unfair discrimination between customer, issuers,
brokers and dealers.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(4).
    \9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that its proposal is consistent with Section
6(b)(4) of the Act because the fees assessed for 10Gb ULL connectivity
fee allow the Exchange to cover the costs associated with the purchase
of new, state-of-the-art switches for this new offering. The switches
are priced at a premium, the cost of which the Exchange must bear. The
Exchange believes that the proposal to establish fees for the 10Gb ULL
connectivity is fair, equitable and not unreasonably discriminatory
because the fees are assessed equally among all users of the
connection.
    The Exchange believes that the proposed Member and non-Member
Network Connectivity Testing and Certification Fees are consistent with
Section 6(b)(4) of the Act because they are identical to the
connectivity and certification fees currently assessed for 10Gb fiber
connectivity. The Exchange notes that it will incur the same costs
associated with setting up a subscriber with either 10Gb or 10Gb ULL
fiber connectivity. The network connectivity testing and certification
fee of $4,000 for members and $4,200 for non-Members, which is
identical to the testing and certification fee for the current 10Gb
fiber connection is reasonable and not unfairly discriminatory. As
stated above, it has been MIAX's experience that Member testing takes
less time than non-Member testing because Members have more experience
testing these systems with the Exchange; generally fewer questions and
issues arise during the testing and certification process. Therefore,
the Exchange believes that it is reasonable to charge non-Members more
for testing and certification than Members.
    As discussed above, PHLX and ISE each offer different connections
with respect to latency, and NYSE Arca, Inc. and NYSE Amex both offer
similar connectivity alternatives. Despite this, all of them charge a
higher fee than the Exchange proposes to charge for the same 10Gb
lower-latency connection. For these reasons, the Exchange believes the
proposed fees for 10Gb ULL fiber connectivity to the Exchange are
reasonable and not unfairly discriminatory.
    The Exchange also believes the proposed 10Gb ULL fiber connectivity
testing and certification fees and connectivity fees are equitably
allocated in that all Members and non-Members that voluntarily select
this service option will be charged the same amount to cover the
hardware, installation, testing and connection costs to maintain and
manage the enhanced connection. All Members and non-Members may
subscribe to this voluntary connectivity, and the Exchange is not
eliminating any existing connectivity. Accordingly, a Member or non-
Member may elect not to subscribe to the 10Gb ULL fiber connection and
retain the connection to which it is currently subscribed.
    The Exchange also believes that the proposed change to pro-rate the
fees in the event of a connectivity change during any trading month is
fair and reasonable because such change will allow all MIAX
participants to subscribe to the most effective connectivity according
to their trading and data feed requirements and as a result will only
be assessed fees for the connectivity for which they were credentialed
to utilize any of the Exchange APIs in a production environment through
the applicable connection during any trading month. MIAX participants
may also be credentialed to receive market data through such
connections. The Exchange's proposal to pro-rate the fees in the event
of a connectivity change during any trading month is also equitable
since it applies equally to all subscribers to the Exchange's
connectivity.
    The Exchange also believes the proposals further the objectives of
Section 6(b)(5) of the Act \10\ in that each proposal is designed to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general to protect investors and the public
interest and is not designed to permit unfair discrimination between
customer, issuers, brokers and dealers.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The 10Gb ULL fiber connectivity assists MIAX participants in making
their network connectivity more efficient by reducing the time messages
take to reach the Exchange once sent from their server and to be
received by the MIAX participant from the Exchange. Speed and
efficiency are important drivers of the U.S. securities markets and the
Exchange is offering a

connectivity solution that promotes speed and efficiency by providing
enhanced technology that is available to all MIAX participants. The
Exchange believes the enhanced 10Gb ULL connection will remove
impediments to and perfect the mechanism of a free and open market and
a national market system because the Exchange will provide faster
switching technology to market participants, which will improve the
speed and efficiency of processing messages arriving at the market from
MIAX participants' servers, and will provide a more efficient means for
the Exchange's processing of executions and reports.
    The Exchange also believes the proposed connectivity testing and
certification fees and connectivity fees for the 10Gb ULL fiber
connection are consistent with Section 6(b)(5) of the Act because all
MIAX participants have the opportunity to subscribe to the 10Gb ULL
connection. There is no differentiation among MIAX participants with
regard to the fees charged for these services.
    The Exchange also believes that the Exchange's pro-rating of
network connectivity fees in the event of a connectivity change is
consistent with Section 6(b)(5) of the Act since all subscribers will
receive the benefit of being charged only for the connectivity through
which it was credentialed to utilize the Exchange APIs in a production
environment through the applicable connection during any trading month.
MIAX participants may also be credentialed to receive market data
through such connections.

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

    The Exchange does not believe that the proposed rule changes will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. On the contrary, the
Exchange believes that the proposed changes should increase both
intermarket and intramarket competition. Specifically, the Exchange
believes that the changes will promote competition by offering MIAX
participants more flexibility in their choice of Exchange connectivity,
and that the availability of the lower-latency connectivity in turn
will enhance their trading operations and ultimately bring greater
speed and efficiency to trading in the marketplace.
    The Exchange notes that it operates in a highly competitive market
in which market participants can readily favor competing venues if they
deem fee levels at a particular venue to be excessive. In such an
environment, the Exchange must continually adjust its fees to remain
competitive with other exchanges. The Exchange believes that the
proposed changes reflect this competitive environment because they
increase the types of connections available to MIAX participants and
should result in potential cost savings to a market participant. Given
the robust competition for a higher speed network among options
markets, many of which offer the same products, enhancing the type of
connectivity available on MIAX is consistent with the goals of the Act.

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

    Written comments were neither solicited nor received.

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

    Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days after the date of the filing, or such
shorter time as the Commission may designate, it has become effective
pursuant to 19(b)(3)(A) of the Act \11\ and Rule 19b-4(f)(6) \12\
thereunder.
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \13\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \14\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay so that
the filing can be operative on October 1, 2015. The Exchange states
that the proposal would provide MIAX participants an opportunity to
enhance the efficiency of their trading through the 10Gb ULL
connectivity, and the Commission notes that other exchanges offer
similar upgraded, low-latency hardware. The Commission believes that
waiving the 30-day operative delay is consistent with the protection of
investors and the public interest. Therefore, the Commission hereby
waives the operative delay and designates the proposed rule change
operative on October 1, 2015.\15\
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    \13\ 17 CFR 240.19b-4(f)(6).
    \14\ 17 CFR 240.19b-4(f)(6)(iii).
    \15\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File No. SR-MIAX-2015-55 on the subject line.

Paper Comments

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

All submissions should refer to File No. SR-MIAX-2015-55. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,

Washington, DC 20549 on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File No. SR-MIAX-2015-55, and should be
submitted on or before October 22, 2015.

For the Commission, by the Division of Trading and Markets, pursuant
to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-24883 Filed 9-30-15; 8:45 am]
BILLING CODE 8011-01-P