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[Federal Register Volume 89, Number 222 (Monday, November 18, 2024)]
[Notices]
[Pages 90791-90794]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-26754]

[[Page 90791]]

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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.
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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 with the Commission a proposed rule change 
to amend the Exchange's fee schedule applicable to Members \3\ and non-
Members 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.
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    \3\ See Exchange Rule 1.5(p).
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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.
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    \4\ Proposals 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.
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    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\
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    \5\ See Securities Exchange Act Release No. 98585 (September 28, 
2023), 88 FR 68692 (October 4, 2023) (SR-MEMX-2023-25).
    \6\ See supra note 5.
    \7\ See 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).
    \8\ See 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.
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    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

[[Page 90792]]

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.
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    \9\ See SR-MEMX-2024-17.
    \10\ See SR-MEMX-2024-20.
    \11\ See Securities Exchange Act Release No. 100253 (May 31, 
2024), 89 FR 48473 (June 6, 2024 (SR-MEMX-2024-23).
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    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\
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    \12\ See 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).
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    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.
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    \13\ See 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).
    \14\ See supra note 7.
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    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

[[Page 90793]]

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.
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    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(4).
    \17\ 15 U.S.C. 78f(b)(5).
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    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\
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    \18\ See, 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.
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    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.
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    \19\ Each 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).
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    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\
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    \20\ See MEMX LLC--LLC Agreement at https://info.memxtrading.com/regulation/governance/.
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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 inter-market 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

[[Page 90794]]

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.
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    \21\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \22\ 17 CFR 240.19b-4(f)(2).
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    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 [email protected]. 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.
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    \23\ 17 CFR 200.30-3(a)(12).

    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
```