[Federal Register Volume 79, Number 134 (Monday, July 14, 2014)]
[Notices]
[Pages 40809-40813]
[FR Doc No: 2014-16367]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72559; File No. SR-MIAX-2014-36]

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

July 8, 2014.
    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 June 25, 2014, 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, II, and III below, which Items have been prepared
by the Exchange. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is filing a proposal to amend its Fee Schedule. 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 the MIAX Top of Market (``ToM'') fee
that is applicable to External Distributors. Specifically, the Exchange
proposes to reduce the fee charged to External Distributors of ToM from
$5,000 to $1,500 per month.
    The Exchange charges monthly fees to Distributors of the ToM market
data product that receive a feed of ToM data either directly from MIAX
or indirectly through another entity and then distributes it either
internally (within that entity) or externally (outside that entity).
The monthly Distributor Fee charged depends on whether the Distributor
is an ``Internal Distributor'' \3\ or an ``External Distributor.'' \4\
The Exchange notes that all Distributors are required to execute a MIAX
Distributor Agreement. ToM provides Distributors

with a direct data feed that includes the Exchange's best bid and
offer, with aggregate size, and last sale information, based on
displayable order and quoting interest on the Exchange. The ToM data
feed includes data that is identical to the data sent to the processor
for the Options Price Regulatory Authority (``OPRA''). The ToM and OPRA
data leave the MIAX system at the same time, as required under Section
5.2(c)(iii)(B) of the Limited Liability Company Agreement of the
Options Price Reporting Authority LLC (the ``OPRA Plan''), which
prohibits the dissemination of proprietary information on any more
timely basis than the same information is furnished to the OPRA System
for inclusion in OPRA's consolidated dissemination of options
information.\5\ In addition to MIAX's best bid and offer, with
aggregate size and last sale information, Distributors that subscribe
to ToM will also receive: opening imbalance condition information;
opening routing information; Expanded Quote Range \6\ information, as
provided in MIAX Rule 503(f)(5); Post-Halt Notification,\7\ as provided
in MIAX Rule 504(d), and Liquidity Refresh,\8\ condition information,
as provided in MIAX Rule 515(c)(2). This additional information (the
``administrative information'') is included in the ToM feed as
secondary information. The administrative information is also currently
available to non-Market Makers through Administrative Information
Subscriber (``AIS'') data feed and MIAX Market Makers via connectivity
with the MIAX Express Interface (``MEI''),\9\ for which they are
assessed connectivity fees.
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    \3\ An Internal Distributor is an organization that subscribes
to the Exchange for the use of ToM, and is permitted by agreement
with the Exchange to provide ToM data to internal users (i.e., users
within their own organization).
    \4\ An External Distributor is an organization that subscribes
to the Exchange for the use of ToM, and is permitted by agreement
with the Exchange to provide ToM data to both internal users and to
external users (i.e., users outside of their own organization).
    \5\ The Exchange previously filed to adopt the ToM market data
product, including a detailed description of ToM. See Securities
Exchange Act Release No. 69007 (February 28, 2013), 78 FR 14617
(March 6, 2013) (SR-MIAX-2013-05).
    \6\ Where there is an imbalance at the price at which the
maximum number of contracts can trade that is also at or within the
highest valid width quote bid and lowest valid width quote offer,
the System will calculate an Expanded Quote Range (``EQR''). The EQR
will be recalculated any time a Route Timer or Imbalance Timer
expires if material conditions of the market (imbalance size, ABBO
price or size, liquidity price or size, etc.) have changed during
the timer. Once calculated, the EQR will represent the limits of the
range in which transactions may occur during the opening process.
See Exchange Rule 503(f)(5).
    \7\ After the Exchange has determined to end a trading system
halt, the System will broadcast to subscribers of the Exchange's
data feeds, a Post-Halt Notification. See Exchange Rule 504(d).
    \8\ If a Market Maker quote was all or part of the MIAX Best Bid
or Offer (``MBBO'') and the Market Maker's quote was exhausted by
the partial execution of the initiating order, the System will pause
the market for a time period not to exceed one second to allow
additional orders or quotes refreshing the liquidity at the MBBO to
be received (``liquidity refresh pause''). See Exchange Rule
515(c)(2).
    \9\ MIAX Express Interface is a connection to MIAX systems that
enables Market Makers to submit electronic quotes to MIAX.
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    The Exchange proposes to reduce the fee charged to External
Distributors of ToM from $5,000 to $1,500 per month in order to
incentivize additional External Distributors to sign up for the data
service. The proposed fee is in the range of similar fees found on
another exchange; however the fee is slightly lower in order to
increase the intermarket competition for this type of data service.\10\
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    \10\ See NASDAQ OMX PHLX LLC Pricing Schedule, Section IX.
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2. Statutory Basis
    The Exchange believes that its proposal to amend its fee schedule
is consistent with Section 6(b) of the Act \11\ in general, and
furthers the objectives of Section 6(b)(4) of the Act \12\ in
particular, in that it is an equitable allocation of reasonable fees
and other charges among Exchange members.
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    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(4).
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    The Exchange believes the proposed fees are a reasonable allocation
of its costs and expenses among its Members and other persons using its
facilities since it is recovering not only the costs of the data
distribution infrastructure, but also the costs of designing,
maintaining, and operating the exchange's transaction execution
platform and the cost of regulating the exchange to ensure its fair
operation and maintain investor confidence. Access to the Exchange is
provided on fair and non-discriminatory terms. The proposed fee is
reasonable since they are in the range of similar fees charged by
another exchange; however, the proposed fee is slightly lower in order
to increase the intermarket competition for this type of data service.
The Exchange believes the proposed fee is equitable and not unfairly
discriminatory because the new fee level results in a more reasonable
and equitable allocation of fees amongst External Distributors and
Internal Distributors for similar services. Moreover, the decision as
to whether or not to subscribe to ToM is entirely optional to all
parties. Potential subscribers are not required to purchase the ToM
market data feed, and the Exchange is not required to make the ToM
market data feed available. Subscribers can discontinue their use at
any time and for any reason, including due to their assessment of the
reasonableness of fees charged. The allocation of fees among
subscribers is fair and reasonable because, if the market deems the
proposed fees to be unfair or inequitable, firms can diminish or
discontinue their use of this data.
    In adopting Regulation NMS, the Commission granted self-regulatory
organizations and broker-dealers increased authority and flexibility to
offer new and unique market data to the public. It was believed that
this authority would expand the amount of data available to consumers,
and also spur innovation and competition for the provision of market
data:

    [E]fficiency is promoted when broker-dealers who do not need the
data beyond the prices, sizes, market center identifications of the
NBBO and consolidated last sale information are not required to
receive (and pay for) such data when broker-dealers may choose to
receive (and pay for) additional market data based on their own
internal analysis of the need for such data. \13\
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    \13\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496 (June 29, 2005).

    By removing ``unnecessary regulatory restrictions'' on the ability
of exchanges to sell their own data, Regulation NMS advanced the goals
of the Act and the principles reflected in its legislative history. If
the free market should determine whether proprietary data is sold to
broker-dealers at all, it follows that the price at which such data is
sold should be set by the market as well.
    In July, 2010, Congress adopted H.R. 4173, the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 (``Dodd-Frank Act''),
which amended Section 19 of the Act. Among other things, Section 916 of
the Dodd-Frank Act amended paragraph (A) of Section 19(b)(3) of the Act
by inserting the phrase ``on any person, whether or not the person is a
member of the self-regulatory organization'' after ``due, fee or other
charge imposed by the self-regulatory organization.'' As a result, all
SRO rule proposals establishing or changing dues, fees or other charges
are immediately effective upon filing regardless of whether such dues,
fees or other charges are imposed on members of the SRO, non-members,
or both. Section 916 further amended paragraph (C) of Section 19(b)(3)
of the Act to read, in pertinent part, ``At any time within the 60-day
period beginning on the date of filing of such a proposed rule change
in accordance with the provisions of paragraph (1) [of Section 19(b)],
the Commission summarily may temporarily suspend the change in the
rules of the self-regulatory organization made thereby, 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 this title. If the
Commission takes such action, the Commission shall institute
proceedings under paragraph (2)(B) [of Section 19(b)] to determine
whether the proposed rule should be approved or disapproved.''
    The Exchange believes that these amendments to Section 19 of the
Act reflect Congress's intent to allow the Commission to rely upon the
forces of competition to ensure that fees for market data are
reasonable and equitably allocated. Although Section 19(b) had formerly
authorized immediate effectiveness for a ``due, fee or other charge
imposed by the self-regulatory organization,'' the Commission adopted a
policy and subsequently a rule stating that fees for data and other
products available to persons that are not members of the self-
regulatory organization must be approved by the Commission after first
being published for comment. At the time, the Commission supported the
adoption of the policy and the rule by pointing out that unlike
members, whose representation in self-regulatory organization
governance was mandated by the Act, non-members should be given the
opportunity to comment on fees before being required to pay them, and
that the Commission should specifically approve all such fees. The
Exchange believes that the amendment to Section 19 reflects Congress's
conclusion that the evolution of self-regulatory organization
governance and competitive market structure have rendered the
Commission's prior policy on non-member fees obsolete. Specifically,
many exchanges have evolved from member-owned, not-for-profit
corporations into for-profit, investor-owned corporations (or
subsidiaries of investor-owned corporations). Accordingly, exchanges no
longer have narrow incentives to manage their affairs for the exclusive
benefit of their members, but rather have incentives to maximize the
appeal of their products to all customers, whether members or non-
members, so as to broaden distribution and grow revenues. Moreover, the
Exchange believes that the change also reflects an endorsement of the
Commission's determinations that reliance on competitive markets is an
appropriate means to ensure equitable and reasonable prices. Simply
put, the change reflects a presumption that all fee changes should be
permitted to take effect immediately, since the level of all fees are
constrained by competitive forces. The Exchange therefore believes that
the fees for ToM are properly assessed on non-member Distributors.
    The decision of the United States Court of Appeals for the District
of Columbia Circuit in NetCoaliton v. SEC, No. 09-1042 (D.C. Cir.
2010), although reviewing a Commission decision made prior to the
effective date of the Dodd-Frank Act, upheld the Commission's reliance
upon competitive markets to set reasonable and equitably allocated fees
for market data:

    In fact, the legislative history indicates that the Congress
intended that the market system `evolve through the interplay of
competitive forces as unnecessary regulatory restrictions are
removed' and that the SEC wield its regulatory power `in those
situations where competition may not be sufficient,' such as in the
creation of a `consolidated transactional reporting system.' \14\
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    \14\ NetCoaltion, at 15 (quoting H.R. Rep. No. 94-229, at 92
(1975), as reprinted in 1975 U.S.C.C.A.N. 321, 323).

    The court's conclusions about Congressional intent are therefore
reinforced by the Dodd-Frank Act amendments, which create a presumption
that exchange fees, including market data fees, may take effect
immediately, without prior Commission approval, and that the Commission
should take action to suspend a fee change and institute a proceeding
to determine whether the fee change should be approved or disapproved
only where the Commission has concerns that the change may not be
consistent with the Act.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. Notwithstanding its
determination that the Commission may rely upon competition to
establish fair and equitably allocated fees for market data, the
NetCoalition Court found that the Commission had not, in that case,
compiled a record that adequately supported its conclusion that the
market for the data at issue in the case was competitive. The Exchange
believes that a record may readily be established to demonstrate the
competitive nature of the market in question.
    There is intense competition between trading platforms that provide
transaction execution and routing services and proprietary data
products. Transaction execution and proprietary data products are
complementary in that market data is both an input and a byproduct of
the execution service. In fact, market data and trade execution are a
representative example of joint products with joint costs. The decision
whether and on which platform to post an order will depend on the
attributes of the platform where the order can be posted, including the
execution fees, data quality and price and distribution of its data
products. Without the prospect of an order that takes liquidity, seeing
and reacting to a posted order on a particular platform, the act of
posting an order would accomplish little.
    Without trade executions, exchange data products cannot exist. Data
products are valuable to many end subscribers only insofar as they
provide information that end subscribers expect will assist them or
their customers in making trading decisions. The costs of producing
market data include not only the costs of the data distribution
infrastructure, but also the costs of designing, maintaining, and
operating the exchange's transaction execution platform and the cost of
regulating the exchange to ensure its fair operation and maintain
investor confidence. The total return that a trading platform earns
reflects the revenues it receives from both products and the joint
costs it incurs. Moreover, an exchange's customers view the costs of
transaction executions and of data as a unified cost of doing business
with the exchange. A broker-dealer will direct orders to a particular
exchange only if the expected revenues from executing trades on the
exchange exceed net transaction execution costs and the cost of data
that the broker-dealer chooses to buy to support its trading decisions
(or those of its customers). The choice of data products is, in turn, a
product of the value of the products in making profitable trading
decisions. If the cost of the product exceeds its expected value, the
broker-dealer will choose not to buy it.
    Moreover, as a broker-dealer chooses to direct fewer orders to a
particular exchange, the value of the product to the broker-dealer
decreases, for two reasons. First, the product will contain less
information, because executions of the broker-dealer's orders will not
be reflected in it. Second, and perhaps more important, the product
will be less valuable to that broker-dealer because it does not provide
information about the venue to which it is directing its orders. Data
from the competing venue to which the broker-dealer is directing orders
will become correspondingly more valuable.
    Thus, a super-competitive increase in the fees charged for either
transactions or data has the potential to impair

revenues from both products. ``No one disputes that competition for
order flow is `fierce'.''\15\ However, the existence of fierce
competition for order flow implies a high degree of price sensitivity
on the part of broker-dealers with order flow, since they may readily
reduce costs by directing orders toward the lowest-cost trading venues.
A broker-dealer that shifted its order flow from one platform to
another in response to order execution price differentials would both
reduce the value of that platform's market data and reduce its own need
to consume data from the disfavored platform. Similarly, if a platform
increases its market data fees, the change will affect the overall cost
of doing business with the platform, and affected broker-dealers will
assess whether they can lower their trading costs by directing orders
elsewhere and thereby lessening the need for the more expensive data.
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    \15\ NetCoalition at 24.
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    Analyzing the cost of market data distribution in isolation from
the cost of all of the inputs supporting the creation of market data
will inevitably underestimate the cost of the data. Thus, because it is
impossible to create data without a fast, technologically robust, and
well-regulated execution system, system costs and regulatory costs
affect the price of market data. It would be equally misleading,
however, to attribute all of the exchange's costs to the market data
portion of an exchange's joint product. Rather, all of the exchange's
costs are incurred for the unified purposes of attracting order flow,
executing and/or routing orders, and generating and selling data about
market activity. The total return that an exchange earns reflects the
revenues it receives from the joint products and the total costs of the
joint products.
    Competition among trading platforms can be expected to constrain
the aggregate return each platform earns from the sale of its joint
products, but different platforms may choose from a range of possible,
and equally reasonable, pricing strategies as the means of recovering
total costs. For example, some platforms may choose to pay rebates to
attract orders, charge relatively low prices for market information (or
provide information free of charge) and charge relatively high prices
for accessing posted liquidity. Other platforms may choose a strategy
of paying lower rebates (or no rebates) to attract orders, setting
relatively high prices for market information, and setting relatively
low prices for accessing posted liquidity. In this environment, there
is no economic basis for regulating maximum prices for one of the joint
products in an industry in which suppliers face competitive constraints
with regard to the joint offering. This would be akin to strictly
regulating the price that an automobile manufacturer can charge for car
sound systems despite the existence of a highly competitive market for
cars and the availability of aftermarket alternatives to the
manufacturer-supplied system.
    The market for market data products is competitive and inherently
contestable because there is fierce competition for the inputs
necessary to the creation of proprietary data and strict pricing
discipline for the proprietary products themselves. Numerous exchanges
compete with each other for listings, trades, and market data itself,
providing virtually limitless opportunities for entrepreneurs who wish
to produce and distribute their own market data. This proprietary data
is produced by each individual exchange, as well as other entities, in
a vigorously competitive market.
    Broker-dealers currently have numerous alternative venues for their
order flow, including eleven existing options markets. Each SRO market
competes to produce transaction reports via trade executions.
Competitive markets for order flow, executions, and transaction reports
provide pricing discipline for the inputs of proprietary data products.
The large number of SROs that currently produce proprietary data or are
currently capable of producing it provides further pricing discipline
for proprietary data products. Each SRO is currently permitted to
produce proprietary data products, and many in addition to MIAX
currently do, including NASDAQ, CBOE, ISE, NYSE Amex, and NYSEArca.
Additionally, order routers and market data vendors can facilitate
single or multiple broker-dealers' production of proprietary data
products. The potential sources of proprietary products are virtually
limitless.
    Market data vendors provide another form of price discipline for
proprietary data products because they control the primary means of
access to end subscribers. Vendors impose price restraints based upon
their business models. For example, vendors such as Bloomberg and
Thomson Reuters that assess a surcharge on data they sell may refuse to
offer proprietary products that end subscribers will not purchase in
sufficient numbers. Internet portals, such as Google, impose a
discipline by providing only data that will enable them to attract
``eyeballs'' that contribute to their advertising revenue. Retail
broker-dealers, such as Schwab and Fidelity, offer their customers
proprietary data only if it promotes trading and generates sufficient
commission revenue. Although the business models may differ, these
vendors' pricing discipline is the same: They can simply refuse to
purchase any proprietary data product that fails to provide sufficient
value. The Exchange and other producers of proprietary data products
must understand and respond to these varying business models and
pricing disciplines in order to market proprietary data products
successfully.
    In addition to the competition and price discipline described
above, the market for proprietary data products is also highly
contestable because market entry is rapid, inexpensive, and profitable.
The history of electronic trading is replete with examples of entrants
that swiftly grew into some of the largest electronic trading platforms
and proprietary data producers: Archipelago, BATS Trading and Direct
Edge. Regulation NMS, by deregulating the market for proprietary data,
has increased the contestability of that market. While broker-dealers
have previously published their proprietary data individually,
Regulation NMS encourages market data vendors and broker-dealers to
produce proprietary products cooperatively in a manner never before
possible. Multiple market data vendors already have the capability to
aggregate data and disseminate it on a profitable scale, including
Bloomberg, and Thomson Reuters.
    The Court in NetCoalition concluded that the Commission had failed
to demonstrate that the market for market data was competitive based on
the reasoning of the Commission's NetCoalition order because, in the
Court's view, the Commission had not adequately demonstrated that the
proprietary data at issue in the case is used to attract order flow.
The Exchange believes, however, that evidence not then before the court
clearly demonstrates that availability of data attracts order flow. Due
to competition among platforms, the Exchange intends to improve its
platform data offerings on a continuing basis, and to respond promptly
to customers' data needs.
    The intensity of competition for proprietary information is
significant and the Exchange believes that this proposal itself clearly
evidences such competition. The Exchange is offering ToM in order to
keep pace with changes in the industry and evolving customer needs. It
is entirely optional and is geared towards attracting new Member
Applicants and customers. MIAX competitors continue to create new
market data products and innovative

pricing in this space. The Exchange expects to see firms challenge its
pricing on the basis of the Exchange's explicit fees being higher than
the zero-priced fees from other competitors such as BATS. In all cases,
the Exchange expects firms to make decisions on how much and what types
of data to consume on the basis of the total cost of interacting with
MIAX or other exchanges. Of course, the explicit data fees are only one
factor in a total platform analysis. Some competitors have lower
transactions fees and higher data fees, and others are vice versa. The
market for this proprietary information is highly competitive and
continually evolves as products develop and change.
    The Exchange notes that the ToM market data and fees compete with
similar products offered by other markets such as NASDAQ OMX PHLX, LLC
(``PHLX'') and the International Stock Exchange LLC (``ISE''). For
example, PHLX and ISE offer market data products that are similar to
ToM: data feeds that show the top of the market entitled Top of PHLX
Options (``TOPO'') and the ISE TOP Quote Feed.

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

    Written comments were neither solicited nor received.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\16\ 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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    \16\ 15 U.S.C. 78s(b)(3)(A)(ii).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-MIAX-2014-36 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-2014-36. 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 the filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-MIAX-2014-36 and should be
submitted on or before August 4, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-16367 Filed 7-11-14; 8:45 am]
BILLING CODE 8011-01-P