Federal Register / Vol. 89, No. 222 / Monday, November 18, 2024 / Notices 90791 

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

2 17 CFR 240.19b–4. 

3See Exchange Rule 1.5(p). 

4Proposals have been filed for each of the six 

options markets operated by Nasdaq OMX and 

affiliates (collectively, the ‘‘Nasdaq Proposals’’); see, 

e.g., SR–Nasdaq–2024–58, which was filed by the 

Nasdaq Stock Market LLC on October 23, 2024, 

available at: https://listingcenter.nasdaq.com/ 

rulebook/NASDAQ/rulefilings; and SR–Phlx–2024– 

50, which was filed by Nasdaq PHLX LLC on 

October 23, 2024, available at: https://

listingcenter.nasdaq.com/rulebook/phlx/rulefilings. 

5See Securities Exchange Act Release No. 98585 

(September 28, 2023), 88 FR 68692 (October 4, 

2023) (SR–MEMX–2023–25). 

6See supra note 5. 

7See Securities Exchange Act Release No. 99017 

(November 24, 2023), 88 FR 83590 (November 30, 

2023) (SR–MEMX–2023–25). Additionally, on 

November 24, 2023, solely for the purposes of 

consistent billing for the entire month of November 

2023, the Exchange filed SR–MEMX–2023–31 with 

the Commission, which proposed to keep the Initial 

ORF rate of $0.0015 per contract side that had been 

charged since September 27th in place for 

November 24 through November 30, 2023. See 

Securities Exchange Act Release No. 99112 

(December 7, 2023), 88 FR 86417 (SR–MEMX– 

2023–31). 

8See SR–MEMX–2023–33. In order to make 

certain clarifying changes, the Exchange withdrew 

the Second ORF Filing on December 13, 2023, and 

submitted a third proposal for immediate 

effectiveness (‘‘Third ORF Filing’’). See SR–MEMX– 

2023–34. Again, in order to make certain clarifying 

changes, the Exchange withdrew the Third ORF 

Filing on December 19, 2023, and submitted a 

fourth proposal for immediate effectiveness 

(‘‘Fourth ORF Filing’’). See SR–MEMX–2023–36. 

On December 20, 2023, in order to correct an 

inadvertent administrative error, the Exchange 

withdrew the Fourth ORF Filing and submitted a 

fifth proposal for immediate effectiveness (‘‘Fifth 

ORF Filing’’ and together with the Third ORF Filing 

and Fourth ORF Filing, the ‘‘Subsequent Filings’’). 

See Securities Exchange Act Release No. 99259 

(January 2, 2024), 89 FR 965 (January 8, 2024) SR– 

MEMX–2023–38. 

9See SR–MEMX–2024–17. 

10See SR–MEMX–2024–20. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101588; File No. SR– 

MEMX–2024–42] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend the Exchange’s Fee 

Schedule to Extend the Sunset 

Provision Related to the Options 

Regulatory Fee (ORF) 

November 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 October 

31, 2024, MEMX LLC (‘‘MEMX’’ 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 is filing with the 

Commission a proposed rule change to 

amend the Exchange’s fee schedule 

applicable to Members 3 and nonMembers of the Exchange (the ‘‘Fee 

Schedule’’) pursuant to Exchange Rules 

15.1(a) and (c) to extend the current 

sunset date of October 31, 2024 

applicable to the Options Regulatory 

Fee (‘‘ORF’’) to May 31, 2025. The 

Exchange proposes to implement the 

changes to the Fee Schedule pursuant to 

this proposal immediately. The text of 

the proposed rule change is provided in 

Exhibit 5. 

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 

Options Fee Schedule related to the 

ORF to extend the current sunset date 

of October 31, 2024 to May 31, 2025, 

and thus continue charging the 

previously established ORF in the 

amount of $0.0015 per contract side 

through May 31, 2025. As discussed 

herein, the ORF sunset date was 

initially proposed to provide time for 

the Exchange to discuss alternative ORF 

models with its Members. However, 

those discussions have made clear that 

there is there is [sic] not yet consensus 

among market participants on a path 

forward that would address industry 

concerns in a manner that would effect 

change broadly across all U.S. options 

exchanges. In addition, one of the 

Exchange’s competitors has recently 

proposed a new model with respect to 

ORF that the Exchange is still reviewing 

and which has yet to receive public 

feedback from the industry.4 Thus, the 

Exchange proposes to extend the 

automatic sunset date of October 31, 

2024 until May 31, 2025, in order to 

provide it additional time to inform its 

approach to the ORF after the sunset 

date while continuing to fund a portion 

of its regulatory program via ORF so that 

it may operate on equal footing with 

each of the seventeen (17) other options 

exchanges that charge similar regulatory 

fees in amounts that far exceed the 

relatively modest amounts collected by 

the Exchange. 

As background, MEMX previously 

filed a proposal to establish an ORF in 

the amount of $0.0015 per contract side 

that would automatically sunset on 

September 30, 2024 (the ‘‘Initial ORF 

Filing’’).5 The Initial ORF Filing was 

published for comment in the Federal 

Register on October 4, 2023.6 The 

Commission received no comments on 

the Initial ORF Filing before November 

24, 2023. On that date, the Commission 

issued a Suspension of and Order 

Instituting Proceedings to Determine 

whether to Approve or Disapprove a 

Proposed Rule Change to Amend its Fee 

Schedule to Establish an Options 

Regulatory Fee (the ‘‘OIP’’) and 

requested public comment and 

additional information on various 

aspects of the Initial ORF Filing.7 To 

date, the Commission has received no 

comment letters in response to the OIP. 

The Exchange withdrew the Initial ORF 

Filing on December 1, 2023 and 

submitted a new proposal for immediate 

effectiveness (‘‘Second ORF Filing’’).8

The Second Filing and Subsequent 

Filings proposed the same fee as in the 

Initial ORF Filing, but with a modified 

sunset date of May 31, 2024, which was 

four months prior to the proposed 

sunset date in the Initial ORF Filing. On 

May 1, 2024, the Exchange proposed to 

remove the automatic sunset date of 

May 31, 2024 altogether,9 however, the 

Exchange withdrew that filing and 

replaced it with a new filing that 

proposed a new sunset date of October 

31, 2024 in order to provide more time 

to attempt to reach a consensus on ORF 

moving forward, while also operating on 

a level playing field with incumbent 

options exchanges that are allowed to 

recoup a portion of their regulatory 

costs via the ORF.10 In order to make 

certain clarifying changes, on May 23, 

2024, the Exchange withdrew that 

proposal and replaced it with SR– 

MEMX–2024–22. Lastly, in order to 

correct an inadvertent error, on May 28, 

2024, the Exchange withdrew SR– 

MEMX–2024–22 and replaced it with 


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90792 Federal Register / Vol. 89, No. 222 / Monday, November 18, 2024 / Notices 

11See Securities Exchange Act Release No. 

100253 (May 31, 2024), 89 FR 48473 (June 6, 2024 

(SR–MEMX–2024–23). 

12See Securities Exchange Act Release Nos. 

58817 (October 20, 2008), 73 FR 63744 (October 27, 

2008) (SR–CBOE–2008–05) (notice of filing and 

immediate effectiveness of Cboe Exchange, Inc. 

(‘‘CBOE’’) adopting an ORF applicable to 

transactions across all options exchanges); 61133 

(December 9, 2009), 74 FR 66715 (December 16, 

2009) (SR–Phlx–2009–100) (notice of filing and 

immediate effectiveness of Nasdaq PHLX LLC 

(‘‘Phlx’’) adopting an ORF applicable to transactions 

across all options exchanges); 61154 (December 11, 

2009), 74 FR 67278 (December 18, 2009) (SR–ISE– 

2009–105) (notice of filing and immediate 

effectiveness of Nasdaq ISE, LLC (‘‘ISE’’) adopting 

an ORF applicable to transactions across all options 

exchanges); 61388 (January 20, 2010), 75 FR 4431 

(January 27, 2010) (SR–BX–2010–001) (notice of 

filing and immediate effectiveness of Nasdaq OMX 

BX, Inc. (‘‘BX’’) adopting an ORF applicable to 

transactions across all options exchanges); 70200 

(August 14, 2013) 78 FR 51242 (August 20, 2013) 

(SR–Topaz–2013–01)) (notice of filing and 

immediate effectiveness of Nasdaq GEMX, LLC 

(‘‘GEMX’’), formerly known as ISE Gemini and 

Topaz Exchange, adopting an ORF applicable to 

transactions across all options exchanges); 64400 

(May 4, 2011), 76 FR 27118 (May 10, 2011) (SR– 

NYSEAmex-2011–27) (notice of filing and 

immediate effectiveness of NYSE Amex LLC 

(‘‘NYSE AMEX’’) adopting an ORF applicable to 

transactions across all options exchanges); 64399 

(May 4, 2011), 76 FR 27114 (May 10, 2011) (SR– 

NYSEArca–2011–20) (notice of filing and 

immediate effectiveness of NYSE Arca, Inc. (‘‘NYSE 

Arca’’) adopting an ORF applicable to transactions 

across all options exchanges); 65913 (December 8, 

2011), 76 FR 77883 (December 14, 2011) (SR– 

NASDAQ–2011–163) (notice of filing and 

immediate effectiveness of Nasdaq Options Market 

(‘‘NOM’’) adopting an ORF applicable to 

transactions across all options exchanges); 66979 

(May 14, 2012), 77 FR 29740 (May 18, 2012) (SR– 

BOX–2012–002) (notice of filing and immediate 

effectiveness of BOX Options Exchange LLC 

(‘‘BOX’’) adopting an ORF applicable to 

transactions across all options exchanges); 67596 

(August 6, 2012), 77 FR 47902 (August 10, 2012) 

(SR–C2–2012–023) (notice of filing and immediate 

effectiveness of C2 Options Exchange, Inc. (‘‘C2’’) 

adopting an ORF applicable to transactions across 

all options exchanges); 68711 (January 23, 2013) 78 

FR 6155 (January 29, 2013) (SR–MIAX–2013–01) 

(notice of filing and immediate effectiveness of 

Miami International Securities Exchange LLC 

(‘‘MIAX’’) adopting an ORF applicable to 

transactions across all options exchanges); 74214 

(February 5, 2015), 80 FR 7665 (February 11, 2015) 

(SR–BATS–2015–08) (notice of filing and 

immediate effectiveness of Cboe BZX Exchange, 

Inc. (‘‘BZX’’) formerly known as BATS, adopting an 

ORF applicable to transactions across all options 

exchanges); 80025 (February 13, 2017) 82 FR 11081 

(February 17, 2017) (SR–BatsEDGX–2017–04) 

(notice of filing and immediate effectiveness of 

Cboe EDGX Exchange, Inc. (‘‘EDGX’’) formerly 

known as Bats EDGX Exchange, Inc., adopting an 

ORF applicable to transactions across all options 

exchanges); 80875 (June 7, 2017) 82 FR 27096 (June 

13, 2017) (SR–PEARL–2017–26) (notice of filing 

and immediate effectiveness of MIAX Pearl, LLC 

(‘‘MIAX Pearl’’) adopting an ORF applicable to 

transactions across all options exchanges); 85127 

(February 13, 2019) 84 FR 5173 (February 20, 2019) 

(SR–MRX–2019–03) (notice of filing and immediate 

effectiveness of Nasdaq MRX, LLC (‘‘MRX’’) 

adopting an ORF applicable to transactions across 

all options exchanges); 85251 (March 6, 2019) 84 FR 

8931 (March 12, 2019) (SR–EMERALD–2019–01) 

(notice of filing and immediate effectiveness of 

MIAX Emerald LLC (‘‘MIAX Emerald’’) adopting an 

ORF applicable to transactions across all options 

exchanges). 

13See Securities Exchange Act Release No. 87168 

(September 30, 2019), 84 FR 53210 (October 4, 

2019) (SR–Emerald-2019–29); Securities Exchange 

Act Release No. 87167 (September 30, 2019), 84 FR 

53189 (October 4, 2019) (SR–PEARL–2019–23); 

Securities Exchange Act Release No. 87169 

(September 30, 2019), 84 FR 53195 (October 4, 

2019) (SR–MIAX–2019–35); Securities Exchange 

Act Release No. 87170 (September 30, 2019), 84 FR 

53213 (October 4, 2019) (SR–CBOE–2019–040); 

Securities Exchange Act Release No. 87172 

(September 30, 2019) 84 FR 53192 (October 4, 2019) 

(SR–CboeEDGX–2019–051); Securities Exchange 

Act Release No 87171 (September 30, 2019), 84 FR 

53200 (October 4, 2019) (SR–C2–2019–018); 

Securities Exchange Act Release No. 86832 (August 

30, 2019), 84 FR 46980 (September 6, 2019) (SR– 

NYSEArca-2019–49); Securities Exchange Act 

Release No. 86833 (August 30, 2019) 84 FR 47029 

(September 6, 2019) (SR–NYSEAMER–2019–27). 14See supra note 7. 

SR–MEMX–2024–23.11 Accordingly, the 

Exchange’s collection of ORF is 

currently scheduled to sunset on 

October 31, 2024. The Exchange 

proposes to extend the existing sunset to 

May 31, 2025, for the reasons described 

herein. 

The ORF is designed to recover a 

material portion of the costs to the 

Exchange of the supervision and 

regulation of Members’ customer 

options business, including performing 

routine surveillances and investigations, 

as well as policy, rulemaking, 

interpretive and enforcement activities. 

The Exchange believes that revenue 

generated from the ORF, when 

combined with all of the Exchange’s 

other regulatory fees and fines, will 

cover a material portion, but not all, of 

the Exchange’s regulatory costs. 

Currently, all other registered options 

exchanges impose ORF on their 

members, and those exchanges also 

charge ORF for executions occurring on 

MEMX Options cleared by their 

customers.12

The Exchange notes that in 2019, the 

Commission issued suspensions of and 

orders instituting proceedings to 

determine whether to approve or 

disapprove a proposed rule change to 

modify the Options Regulatory Fee of 

NYSE American, NYSE Arca, MIAX, 

MIAX Pearl, MIAX Emerald, Cboe, Cboe 

EDGX Options, and C2.13 Each of those 

exchanges had filed to increase their 

ORF, and the Commission indicated 

that each of those filings lacked detail 

and specificity, signaling that more 

information was needed to speak to 

whether the proposed increased ORFs 

were reasonable, equitably allocated and 

not unfairly discriminatory, particularly 

given that the ORF is assessed on 

transactions that clear in the ‘‘customer’’ 

range and regardless of the exchange on 

which the transaction occurs. The 

Commission also noted that the filings 

provided only broad general statements 

regarding options transaction volume 

and did not provide any information on 

those exchanges’ historic or projected 

options regulatory costs (including the 

costs of regulating activity that cleared 

in the ‘‘customer’’ range and the costs of 

regulating activity that occurred off 

exchange), the amount of regulatory 

revenue they had generated and 

expected to generate from the ORF as 

well as other sources, or the ‘‘material 

portion’’ of options regulatory expenses 

that they sought to recover from the 

ORF. Each of those exchanges withdrew 

their filings, but continue charging ORF 

today as discussed above. Since that 

time, MEMX Options launched and 

commenced operations and as noted 

previously, its Initial ORF Filing was 

also suspended.14 Unlike its 

competitors noted above, however, the 

Exchange did not have a previously 

implemented ORF to continue charging 

notwithstanding said suspensions. As 

such, the Exchange proposed to 

establish an ORF but has maintained a 

sunset date, in order to allow it time to 

inform its approach to the ORF moving 

forward. 

MEMX is a new exchange operator 

founded by a diverse group of market 

participants to bring competition to the 

U.S. securities markets. Over the past 

year, the Exchange has engaged with 

retail brokers, market makers, and other 

options market participants on potential 

paths to address industry concerns 

about existing ORF practices. The result 

of those efforts have made clear that 

there is not yet consensus among market 

participants on a path forward that 

would address their stated concerns in 

a manner that would effect change 

broadly across all U.S. options 

exchanges. As such, the Exchange 

proposes additional time to work 

towards a permanent ORF solution by 

gathering relevant data internally as 

well from other industry participants, 

while continuing to charge as other 

options exchanges currently do, until 

May 31, 2025, at which time its ORF 

will automatically sunset. 

The Exchange notes that if, during the 

proposed sunset period of October 31, 

2024 through May 31, 2025, a viable 

alternative methodology for the ORF 

presents itself, including the possibility 

that the Exchange proposes to 

implement a model based on the Nasdaq 

Proposals or an alternative to such 

proposals, the Exchange would 

endeavor to implement said alternative 

prior to the proposed sunset date. In 

other words, the existence of the sunset 

date of May 31, 2025, for the Exchange’s 

current ORF would not preclude the 


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Federal Register / Vol. 89, No. 222 / Monday, November 18, 2024 / Notices 90793 

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

16 15 U.S.C. 78f(b)(4). 

17 15 U.S.C. 78f(b)(5). 

18See, e.g., NYSE Arca Options Fees and Charges, 

Options Regulatory Fee (‘‘ORF’’) and NYSE 

American Options Fees Schedule, Section VII(A), 

which provide that ORF is assessed at a rate of 

$0.0055 per contract for each respective exchange. 

See also Nasdaq PHLX, Options 7 Pricing Schedule, 

Section 6(D), which provides for an ORF rate of 

$0.0034 per contract, Cboe Options Fee Schedule, 

which provides an ORF rate of $0.0017 per contract, 

Nasdaq Options Market, Options 7 Pricing 

Schedule, Section 5, which provides an ORF rate 

of $0.0016 per contract, BOX Options Fee Schedule 

Section II(C), which provides an ORF rate of 

$0.00295 per contract, MIAX Options Fee Schedule, 

Section 2(b), which provides an ORF rate of $0.0019 

per contract, MIAX Pearl Fee Schedule, Section 

2(b), which provides an ORF rate of $0.0018 per 

contract. 

19Each of MIAX Emerald, Cboe BZX Options, 

Cboe C2 Options, Cboe EDGX Options, Nasdaq ISE 

Gemini, Nasdaq ISE and Nasdaq BX Options 

charges a lower rate than $0.0015 per contract, 

which is the rate proposed by the Exchange. 

However, the Cboe exchanges, comprised of four 

options exchanges, charges an aggregate ORF rate of 

$0.0021 per contract (more than the Exchange’s 

current rate), the MIAX exchanges, comprised of 

four options exchanges, charges an aggregate ORF 

rate of $0.0056 per contract (nearly 4 times the 

Exchange’s current rate); and the Nasdaq exchanges, 

comprised of six options exchanges, charges an 

aggregate ORF rate of $0.0084 per contract (nearly 

6 times the Exchange’s current rate). The Exchange 

notes that the NYSE exchanges, comprised of two 

options exchanges, charges an aggregate ORF rate of 

$0.011 per contract (over 7 times the Exchange’s 

current rate). 

20See MEMX LLC—LLC Agreement at https://

info.memxtrading.com/regulation/governance/. 

Exchange from filing to modify its ORF 

methodology prior to that date, if 

applicable. 

As a new exchange, not having the 

opportunity to fund a portion of its 

regulatory program through the same 

regulatory fee charged by every other 

options exchange would place an undue 

disadvantage upon the Exchange’s 

regulatory program and options 

business as a whole. Further, the 

Exchange emphasizes that other 

exchanges will be charging ORF for 

transactions occurring on MEMX 

Options, and as such, it follows that the 

Exchange that is primarily responsible 

for monitoring those transactions should 

also be able to charge the ORF for 

activity occurring on its own market, as 

well as transactions it surveils on away 

markets. Again, the Exchange is 

committed to facilitating and joining 

efforts to revamp the ORF, however, it 

must be afforded additional time to 

gather data and analysis both internally 

and externally, while recouping a 

portion of its regulatory costs via the 

ORF as all other options exchanges 

currently do. 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its Fee Schedule is 

consistent with Section 6(b) of the Act 15

in general, and furthers the objectives of 

Section 6(b)(4) of the Act 16 in 

particular, in that it is an equitable 

allocation of reasonable dues, fees, and 

other charges among its members and 

issuers and other persons using its 

facilities. The Exchange also believes 

the proposal furthers the objectives of 

Section 6(b)(5) of the Act 17 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 

customers, issuers, brokers and dealers. 

The ORF is designed to recover a 

material portion of the costs of 

supervising and regulating Members’ 

customer options business including 

performing routine surveillances and 

investigations, as well as policy, 

rulemaking, interpretive, and 

enforcement activities. Extending the 

current ORF sunset date to May 31, 

2025 is reasonable because continued 

collection of ORF will serve to balance 

the Exchange’s regulatory revenue 

against the anticipated regulatory costs, 

thereby ensuring proper regulatory 

funding. Moreover, the Exchange’s ORF 

rate is significantly lower than the 

amount of ORF assessed by other 

exchange groups.18

The Exchange notes that while certain 

individual options exchanges do charge 

a lower ORF than that currently charged 

by the Exchange, each of these options 

exchanges is part of an exchange 

‘‘group’’ (i.e., affiliated with other 

options exchanges). In turn, each of 

these exchange groups charges more 

than two (2) to five (5) times the amount 

of ORF as a group when compared to 

the Exchange’s ORF rate.19 While each 

additional options exchange is its own 

legal entity with regulatory obligations 

under the Act to regulate its members, 

there is significant scale that can be 

achieved for an exchange group that 

operates multiple exchanges, including 

with respect to regulation, and this scale 

allows such options exchanges to 

operate with a lower assessment of ORF. 

In other words, the initial fixed costs 

associated with implementing an 

exchange group’s options regulatory 

program are scalable as additional 

options exchanges are launched by that 

exchange group. 

Extending the sunset date is also 

reasonable because doing so would 

allow the Exchange additional time to 

inform its approach to ORF moving 

forward while recouping a portion of its 

regulatory expenses via the ORF as 

other options exchanges do. If the 

Exchange were not allowed to charge an 

ORF during this additional time period, 

then after the sunset date of October 31, 

2024, it would be forced to pay for its 

regulatory program solely out of 

business revenues while working 

towards an alternative ORF solution, 

unlike every other competing exchange, 

each of which would continue to assess 

an ORF, including on transactions 

executed on MEMX Options, 

indefinitely. This would impact 

MEMX’s ability to assure adequate 

funding of its regulatory program. 

Extending the ORF sunset date to May 

31, 2025, is also equitable and not 

unfairly discriminatory because prior to 

the proposed sunset date, the ORF 

would continue to be objectively 

allocated to Members in a manner that 

is consistent with the ORF currently 

imposed by the other seventeen (17) 

options exchanges. The Exchange will 

continue to monitor the amount of 

revenue collected from the ORF to 

ensure that it, in combination with its 

other regulatory fees and fines, does not 

exceed the Exchange’s total regulatory 

costs. The Exchange has designed the 

ORF to generate revenues that, when 

combined with all of the Exchange’s 

other regulatory fees, will be less than 

75% of the Exchange’s regulatory costs, 

which is consistent with the Exchange’s 

by-laws that state in Section 17.4(b): 

‘‘[a]ny Regulatory Funds shall not be 

used for non-regulatory purposes or 

distributed, advanced or allocated to 

any Company Member, but rather, shall 

be applied to fund regulatory operations 

of the Company (including surveillance 

and enforcement activities) . . .’’ 20

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. This 

proposal will not create an unnecessary 

or inappropriate intra-market burden on 

competition because the Exchange’s 

ORF is designed to enable the Exchange 

to recover a material portion of the 

Exchange’s cost related to its regulatory 

activities. This proposal will not create 

an unnecessary or inappropriate intermarket burden on competition because 

it will be a regulatory fee that supports 

regulation and customer protection in 

furtherance of the purposes of the Act. 

The Exchange is obligated to ensure that 

the amount of regulatory revenue 

collected from the ORF, in combination 


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90794 Federal Register / Vol. 89, No. 222 / Monday, November 18, 2024 / Notices 

21 15 U.S.C. 78s(b)(3)(A)(ii). 

22 17 CFR 240.19b–4(f)(2). 

23 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

with its other regulatory fees and fines, 

does not exceed regulatory costs. 

The Exchange’s ORF, as described 

herein, is lower than or comparable to 

fees charged by other options exchanges 

(though as noted above, some exchange 

groups do have options exchanges 

operating with a lower ORF on a 

standalone basis). 

The Exchange notes that while it does 

not believe that its ORF will impose any 

burden on inter-market competition, the 

Exchange being precluded from 

charging an ORF after October 31, 2024, 

while other options exchanges are 

permitted to continue to charge ORF 

would, in-fact, significantly burden the 

Exchange’s ability to assure adequate 

funding of its regulatory program. As 

noted above, the Exchange is a new 

entrant in the highly competitive 

environment for equity options trading. 

As also noted above, all seventeen (17) 

other registered options exchanges 

currently impose the ORF on their 

members, and such ORF fees imposed 

by other options exchanges currently do 

and will continue to extend to 

executions occurring on the Exchange. 

The Exchange believes that it is possible 

that it and other exchanges may adopt 

ORF fees based on the Nasdaq Proposals 

or based on an alternative model during 

the proposed sunset period, and the 

Exchange is not precluded from 

adopting said alternative during the 

proposed sunset period. However, in 

order to be treated similarly to these 

exchanges, it must, in fact, impose an 

ORF on its Members during this 

additional sunset period, and the 

inability to do so would result in an 

unfair disadvantage to the Exchange. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on 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 pursuant to Section 

19(b)(3)(A)(ii) of the Act 21 and Rule 

19b–4(f)(2) 22 thereunder. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

change 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– 

MEMX–2024–42 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–MEMX–2024–42. 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–MEMX–2024–42 and should be 

submitted on or before December 9, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–26754 Filed 11–15–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101578; File No. SR– 

NYSENAT–2024–28] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the Service for 

Virtual Control Circuits in the 

Connectivity Fee Schedule 

November 12, 2024. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on October 

30, 2024, 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 and II below, which Items have 

been prepared by the self-regulatory 

organization. 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 

service for virtual control circuits in the 

Connectivity Fee Schedule. The 

proposed rule 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 

self-regulatory organization 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 those statements may be examined at 

the places specified in Item IV below. 


lotter on DSK11XQN23PROD with NOTICES1