3466 Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 

7 15 U.S.C. 78s(b)(3)(A). 8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Exchange Act Release No. 56617 (Oct. 4, 

2007), 72 FR 58142 (Oct. 12, 2007) (SR–NASDAQ– 

2007–083). 

rebates to remain competitive with other 

exchanges as well as with alternative 

trading systems and other venues that 

are not required to comply with the 

statutory standards applicable to 

exchanges. Because competitors are free 

to modify their own fees and credits in 

response, and because market 

participants may readily adjust their 

order routing practices, the Exchange 

believes that the degree to which fee 

changes in this market may impose any 

burden on competition is extremely 

limited. As a result of all of these 

considerations, the Exchange does not 

believe that the proposed change will 

impair the ability of member 

organizations or competing order 

execution venues to maintain their 

competitive standing in the financial 

markets. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective upon filing pursuant to Section 

19(b)(3)(A) 7 of the Act and paragraph (f) 

thereunder. At any time within 60 days 

of the filing of the proposed rule change, 

the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments: 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSE–2024–02 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–NYSE–2024–02. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NYSE–2024–02 and should be 

submitted on or before February 8, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–00846 Filed 1–17–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99329; File No. SR– 

NASDAQ–2024–002] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

Exchange’s Membership Fee at Equity 

7, Section 10 

January 11, 2024. 

Pursuant to 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 January 2, 

2024, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

Exchange’s Membership Fee at Equity 7, 

Section 10. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, at the principal 

office of the Exchange, 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 purpose of the proposed rule 

change is to amend the Exchange’s 

Membership Fee at Equity 7, Section 10. 

Specifically, the Exchange proposes to 

increase its annual membership fee 

(‘‘Annual Membership Fee’’) from 

$3,000 per year to $4,000 per year. This 

fee is assessed on all Nasdaq members 

on an annual basis. 

Nasdaq has not increased its Annual 

Membership Fee since 2007.3 The 

Exchange believes the proposed modest 

fee increase is warranted to ensure that 

its Annual Membership Fee better 

reflects the current value of being a 


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Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 3467 

4See, e.g., Long-Term Stock Exchange, Inc. Rule 

15.200(a) (Annual Membership Fee) at https://

assets-global.website-files.com/6462417e8db99f

8baa06952c/64cd4f221126981fa31652b3_

LTSE%20Rule%20Book%20through

%20June%209%202023%20(SR-LTSE-2023- 

01%20Amendment%20No.%202).pdf. 

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

6 15 U.S.C. 78f(b)(4) and (5). 

7Supra note 4. 

8See Securities Exchange Act Release No. 93927 

(January 7, 2022), 87 FR 2191 (January 13, 2022) 

(SR–MEMX–2021–19).). In 2023, MEMX filed to 

establish fees for members of its options exchange. 

See Securities Exchange Act Release No. 98648 

(September 29, 2023), 88 FR 68762 (October 4, 

2023) (SR–MEMX–2023–26). 

9 Id. 

10 Id. 

member of the Exchange rather than the 

value when the Annual Membership 

Fee was last increased to $3,000 per 

year more than 15 years ago. The 

Exchange believes that its ability to 

deliver value to its customers through 

technology, liquidity and functionality 

merits the proposed change to its 

Annual Membership Fee. The 

membership team also provides ongoing 

support to Exchange members with 

respect to membership changes, 

registration, and other questions that 

commonly arise from Exchange 

members regarding such matters. 

Even with the proposed fee increase, 

the cost of Nasdaq membership is lower 

than the cost of membership in other 

SROs such as the Long-Term Stock 

Exchange, Inc. (‘‘LTSE’’).4

Ultimately, Exchange membership is 

voluntary and if Nasdaq is incorrect in 

its determination that the proposed 

Annual Membership Fee change reflects 

the value of Exchange membership, then 

any Exchange member that is 

dissatisfied with the proposal can 

choose not to be a member of the 

Exchange and send its order flow to 

another exchange. 

2. Statutory Basis

The Exchange believes that its

proposal is consistent with Section 6(b) 

of the Act,5 in general, and furthers the 

objectives of Sections 6(b)(4) and 6(b)(5) 

of the Act,6 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, and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange believes its proposal to 

increase its Annual Membership Fee 

from $3,000 per year to $4,000 per year 

is reasonable, equitable and not unfairly 

discriminatory. Nasdaq believes that 

this modest increase is an equitable 

method of ensuring that its Annual 

Membership Fee better reflects the value 

of the services it provides its 

membership. Nasdaq also believes the 

proposed modest increase of Nasdaq 

membership is reasonable since it has 

not been increased since 2007 and, even 

following the proposed increase to its 

Annual Membership Fee, the cost of 

Nasdaq membership still is less than 

those of other SROs.7 Additionally, the 

Exchange believes that the proposed 

change is both an equitable allocation 

and is not designed to permit unfair 

discrimination between Exchange 

members because the fee is applied 

equally to all Exchange members. 

The decision to become a member of 

an exchange is complex, and not solely 

based on the non-transactional costs 

assessed by an exchange. Becoming a 

member of an exchange does not ‘‘lock’’ 

a potential member into a market or 

diminish the overall competition for 

exchange services. The decision to 

become a member of an exchange is no 

less subject to competition than trading 

fees. 

In 2022, MEMX LLC (‘‘MEMX’’) 

commenced assessing a monthly 

membership fee.8 MEMX reasoned in 

that rule change that there is value in 

becoming a member of the exchange.9

MEMX stated that it believed that its 

proposed membership fee ‘‘is not 

unfairly discriminatory because no 

broker-dealer is required to become a 

member of the Exchange.’’ 10 In this 

respect, MEMX is correct; a membership 

fee is reasonable, equitably allocated 

and not unfairly discriminatory. Market 

participants may voluntarily choose to 

become a member of one or more of a 

number of different exchanges, of 

which, Nasdaq is but one choice. 

Additionally, any Exchange member 

that is dissatisfied with the proposal is 

free to choose not to be a member of the 

Exchange and send order flow to 

another exchange. 

The Exchange’s proposal to increase 

its Annual Membership Fee from $3,000 

per year to $4,000 per year is 

reasonable, equitable and not unfairly 

discriminatory. As a self-regulatory 

organization, Nasdaq’s membership 

department reviews existing members 

and new applicants to ensure that each 

complies with its rules and regulations, 

as well as other requirements for 

membership. New applicants must also 

meet the Exchange’s qualification 

criteria prior to approval. The 

membership review includes, but is not 

limited to, the registration and 

qualification of associated persons, 

financial health, the validity of the 

required clearing relationship, and the 

history of disciplinary matters. All 

members are required to comply with 

the Exchange’s By-Laws and Rules and 

are subject to regulation by Nasdaq. 

As noted above, if the Exchange is 

incorrect in its determination that the 

proposed Annual Membership Fee 

change reflects the value of Exchange 

membership, then any Exchange 

member that is dissatisfied with the 

proposal may voluntarily decide 

whether membership to the Exchange is 

worthwhile and has the option of 

sending order flow to another exchange. 

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. Nasdaq 

believes that the proposed modest fee 

increase to its Annual Membership Fee 

proves unattractive to market 

participants, it is likely that Nasdaq will 

experience a decline in membership as 

a result. 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange notes that it operates in a 

highly competitive market in which 

market participants can readily favor 

competing venues if they deem annual 

membership fees levels at a particular 

venue to be excessive or opportunities 

available at other venues to be more 

favorable. Because competitors are free 

to modify their own annual membership 

fees in response, the Exchange believes 

that the degree to which annual 

membership fees changes in this market 

may impose any burden on competition 

is extremely limited. 

The Exchange notes that other 

markets have adopted membership fees. 

MEMX recently reasoned that it should 

be permitted to adopt membership fees 

because MEMX’s proposed membership 

fees would be lower than the cost of 

membership on other exchanges, and 

therefore, 

. . . may stimulate intramarket competition 

by attracting additional firms to become 

Members on the Exchange or at least should 

not deter interested participants from joining 

the Exchange. In addition, membership fees 

are subject to competition from other 

exchanges. Accordingly, if the changes 

proposed herein are unattractive to market 

participants, it is likely the Exchange will see 

a decline in membership as a result. The 

proposed fee change will not impact 

intermarket competition because it will apply 

to all Members equally. The Exchange 

operates in a highly competitive market in 

which market participants can determine 

whether or not to join the Exchange based on 


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3468 Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 

11See Securities Exchange Act Release No. 93927 

(January 7, 2022), 87 FR 2191 (January 13, 2022) 

(SR–MEMX–2021–19). 

12Supra note 4. 

13 15 U.S.C. 78f(b)(8). 

14 15 U.S.C. 78s(b)(3)(A)(ii). 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

the value received compared to the cost of 

joining and maintaining membership on the 

Exchange.11

As noted above, Nasdaq’s Annual 

Membership Fee would remain 

substantially lower than the analogous 

fees of LTSE,12 and membership fees are 

subject to competition from other 

exchanges. Accordingly, if the Annual 

Membership Fee change proposed 

herein is unattractive to market 

participants, it is likely that Nasdaq will 

experience a decline in membership as 

a result. 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as 

amended.13 Nasdaq does not believe 

that the proposed rule change places an 

unnecessary burden on competition 

because it is a modest fee increase for 

a fee that has remained unchanged since 

2007 and that will now better reflect the 

value of the services it provides its 

membership. 

Accordingly, any Exchange member 

that is dissatisfied with the proposal is 

free to choose not to be a member of the 

Exchange and send order flow to 

another exchange. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or 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.14

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: (i) necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) 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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NASDAQ–2024–002 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–NASDAQ–2024–002. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 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. Do not include 

personal identifiable information in 

submissions; you should submit only 

information that you wish to make 

available publicly. We may redact in 

part or withhold entirely from 

publication submitted material that is 

obscene or subject to copyright 

protection. All submissions should refer 

to File Number SR–NASDAQ–2024– 

002, and should be submitted on or 

before February 8, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–00851 Filed 1–17–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99339; File No. SR– 

NYSENAT–2023–30] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing of 

Proposed Change To Amend Its 

Schedule of Fees and Rebates 

January 12, 2024. 

Pursuant to section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 

29, 2023, NYSE National, Inc. (‘‘NYSE 

National’’ or the ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

Schedule of Fees and Rebates (the ‘‘Fee 

Schedule’’) with respect to the system 

processing fee for the Central 

Registration Depository (‘‘CRD’’ or ‘‘CRD 

system’’) collected by the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’). The Exchange proposes to 

implement the fee change on January 2, 

2024. The proposed change is available 

on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, 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 


khammond on DSKJM1Z7X2PROD with NOTICES