Federal Register / Vol. 87, No. 9 / Thursday, January 13, 2022 / Notices 2191 

4 24,600 hours × $425 per hour = $10,455,000. 

5 8,200 hours × $4,770 per hour = $39,114,000. 

The estimate for the cost of board time as a whole 

is derived from estimates made by the staff 

regarding typical board size and compensation that 

is based on information received from fund 

representatives and publicly available sources. 

6 $10,873,200 + $10,455,000 + $39,114,000 = 

$60,442,200. 

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

2 17 CFR 240.19b–4. 

3See Exchange Rule 1.5(p). 

hourly wage of $425, for a total of 

approximately $10,455,000 per year; 4

and 

• 10 percent (8,200) are spent by the 

funds’ board of directors at an hourly 

cost of $4,770, for a total of 

approximately $39,114,000 per year.5

Based on these estimated wage rates, 

the total cost to the industry of the hour 

burden for complying with the review 

and recordkeeping requirements of rule 

17e–1 is approximately $60,442,200.6

The Commission staff estimates that 

there is no cost burden associated with 

the information collection requirement 

of rule 17e–1 other than this cost. 

Estimates of average burden hours are 

made solely for the purposes of the 

Paperwork Reduction Act and are not 

derived from a comprehensive or even 

a representative survey or study of the 

costs of Commission rules and forms. 

The collection of information under rule 

17e–1 is mandatory. The information 

provided under rule 17e–1 will not be 

kept confidential. An agency may not 

conduct or sponsor, and a person is not 

required to respond to, a collection of 

information unless it displays a 

currently valid OMB control number. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the Commission’s 

estimate of the burden of the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

Please direct your written comments 

to David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O John R. 

Pezzullo, 100 F Street NE, Washington, 

DC 20549; or send an email to: PRA_

Mailbox@sec.gov. 

Dated: January 10, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–00582 Filed 1–12–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–93927; File No. SR–MEMX– 

2021–19] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend the Exchange’s Fee 

Schedule To Establish a Monthly 

Membership Fee 

January 7, 2021. 

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 

28, 2021, 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 (the ‘‘Fee 

Schedule’’) pursuant to Exchange Rules 

15.1(a) and (c). The Exchange proposes 

to implement the changes to the Fee 

Schedule pursuant to this proposal on 

January 3, 2022. 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 is proposing to 

establish a Monthly Membership Fee for 

Members of the Exchange of $200. The 

Monthly Membership Fee is proposed to 

be assessed to each active Member at the 

close of business on the first day of each 

month. For example, the Monthly 

Membership Fee for January 2022 will 

be assessed to all active Members at the 

close of business on January 3, 2022, the 

first business day of the month. 

However, if a Member is pending a 

voluntary termination of rights as a 

Member pursuant to Rule 2.8 prior to 

the time any Monthly Membership Fee 

will be assessed (i.e., the close of 

business on January 3, 2022) and the 

Member does not utilize the facilities of 

the Exchange while such voluntary 

termination of rights is pending, then 

the Member will not be obligated to pay 

the Monthly Membership Fee, as such 

Member will not be considered to have 

an ‘‘active’’ Membership. The Exchange 

believes this to be appropriate because 

there are several pre-conditions and 

then a 30-day waiting period before a 

voluntary resignation shall take effect 

pursuant to Rule 2.8. 

As proposed, the Monthly 

Membership Fee for a firm will not be 

prorated, which the Exchange believes 

is reasonable based on the frequency 

that the fee is assessed (i.e., monthly 

instead of applying to a longer period) 

and the relatively low proposed fee of 

$200 for the Monthly Membership Fee. 

The Exchange does not presently 

contemplate proposing any application 

fees, trading rights or trading permit 

fees, market participant identifier 

(‘‘MPID’’) fees or so-called ‘‘headcount’’ 

fees. 

To reflect the implementation of the 

Monthly Membership Fee proposed 

herein, the Exchange also proposes to 

delete the following sentence from the 

Fee Schedule: ‘‘MEMX does not charge 

for membership, market data products, 

physical connectivity or application 

sessions.’’ The Exchange notes that it is 

not proposing to adopt fees for market 

data products at this time. The 

Exchange further notes that it is 

separately filing a proposal to adopt fees 

for physical connectivity and 

application sessions (with the same 

implementation date as the proposed 

changes in this filing) and that such 

separate proposal will also propose to 


jspears on DSK121TN23PROD with NOTICES1
2192 Federal Register / Vol. 87, No. 9 / Thursday, January 13, 2022 / Notices 

4 15 U.S.C. 78f. 

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

6For example, the New York Stock Exchange LLC 

(‘‘NYSE’’) annual trading license fee for member 

organizations ranges from approximately $25,000 to 

$50,000 based on the type of member organization 

and number of trading licenses. See ‘‘Trading 

Licenses,’’ NYSE Price List 2021 (last updated 

December 1, 2021), available at: https://

www.nyse.com/publicdocs/nyse/markets/nyse/ 

NYSE_Price_List.pdf. The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’) annual membership fee is $3,000 plus 

a monthly $1,250 trading rights fee (together with 

the annual membership fee, totaling $18,000 per 

year). See ‘‘NASDAQ Membership Fees,’’ Nasdaq 

Price List, available at: http://nasdaqtrader.com/ 

Trader.aspx?id=PriceListTrading2#membership. 

See also Securities Exchange Act Release No. 34– 

81133 (July 12, 2017), 82 FR 32904 (July 18, 2017) 

(SR–NASDAQ–2017–065) (discussing the 

reasonableness of Nasdaq’s fees). Finally, Cboe BZX 

Exchange, Inc. (‘‘Cboe BZX’’) charges an annual 

membership fee of $2,500 plus an additional fee of 

$350 per month for each additional MPID a member 

maintains other than their first (i.e., an annual fee 

of $4,200 per additional MPID). See ‘‘Membership 

Fees’’ and ‘‘Market Participant Identifier (‘MPID’) 

Fees’’ sections of the Cboe BZX Fee Schedule, 

available at: https://www.cboe.com/us/equities/ 

membership/fee_schedule/bzx/. 

7See id. 

8See, e.g., ‘‘NASDAQ Membership Fees,’’ supra 

note 6 ($55 for each Form U–4 filed for the 

registration of a Representative or Principal, and 

$55 for each Form U–4 filed for the transfer or relicensing of a Representative or Principal). 

9See NYSE Membership Directory, available at: 

https://www.nyse.com/markets/nyse/membership; 

Cboe BZX Form 1 filed November 19, 2021, 

available at: https://www.sec.gov/Archives/edgar/ 

vprr/2100/21009368.pdf; IEX Current Members list, 

available at: https://exchange.iex.io/resources/ 

trading/current-membership/. 

10Securities Exchange Act Release No. 34–50700 

(November 22, 2004), 69 FR 71255, 71267–68 

(December 8, 2004) (File No. S7–40–04). 

11 15 U.S.C. 78f(b)(4) and (5). 

12 15 U.S.C. 78f(b)(8). 

add language in the Fee Schedule 

stating that MEMX does not charge fees 

for market data products. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6 of the Act,4

in general, and with Sections 6(b)(4) and 

6(b)(5) of the Act,5 in particular, in that 

it provides for the equitable allocation 

of reasonable dues, fees and other 

charges among its Members and other 

persons using its facilities and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange believes that there is 

value in becoming a Member of the 

Exchange and that the proposed 

Monthly Membership Fee is reasonable. 

The Monthly Membership Fee is lower 

than or comparable to the membership 

fees imposed by several other national 

securities exchanges that charge such 

fees.6 Moreover, insofar as the Exchange 

does not charge—nor does it presently 

contemplate charging—application fees, 

trading rights fees, trading permit fees, 

or fees for multiple MPIDs, the 

comparative price of membership is less 

or significantly less than comparative 

prices at other exchanges.7 The 

Exchange also does not charge—nor 

does it presently contemplate 

charging—so-called ‘‘headcount fees,’’ 

e.g., fees charged for each Form U–4 

filed for registration of a representative 

or a principal or the transfer or relicensing of such personnel,8 further 

highlighting the reasonableness of the 

proposed Monthly Membership Fee. 

The Exchange believes that the 

proposed Monthly Membership Fee is 

not unfairly discriminatory because it 

would be assessed equally across all 

Members or firms that seek to become 

Members. The Exchange believes that 

the proposed Monthly Membership Fee 

is not unfairly discriminatory because 

no broker-dealer is required to become 

a member of the Exchange. Instead, 

many market participants awaited the 

Exchange growing to a certain 

percentage of market share before they 

would join as a Member of the 

Exchange. In addition, many market 

participants still have not joined the 

Exchange despite the Exchange’s growth 

in one year to more than 4% of the 

overall equities market share. To 

illustrate, the Exchange currently has 66 

Members. However, based on publicly 

available information regarding a 

sample of the Exchange’s competitors, 

NYSE has 142 members, Cboe BZX has 

140 members, and Investors Exchange 

LLC (‘‘IEX’’) has 133 members.9

Accordingly, the vigorous 

competition among national securities 

exchanges provides many alternatives 

for firms to voluntarily decide whether 

membership to the Exchange is 

appropriate and worthwhile, and no 

broker-dealer is required to become a 

member of the Exchange. Specifically, 

neither the trade-through requirements 

under Regulation NMS nor brokerdealers’ best execution obligations 

require a broker-dealer to become a 

member of every exchange. The 

Exchange acknowledges that 

competitive forces may require certain 

broker-dealers to be members of all 

equities exchanges. However, the 

Exchange believes that the proposed fee 

of $200 as a Monthly Membership Fee 

is reasonable, equitably allocated and 

not unfairly discriminatory, even for a 

broker-dealer that deemed it necessary 

to join the Exchange for business 

purposes, as those business reasons 

should presumably result in revenue 

capable of covering the proposed fee. 

The Exchange further believes that the 

proposed fees would be an equitable 

allocation of reasonable dues, fees, and 

other charges among its members and 

issuers and other persons using its 

facilities, and are not unfairly 

discriminatory. As the Commission 

noted in its Concept Release Concerning 

Self-Regulation: 

The Commission to date has not issued 

detailed rules specifying proper funding 

levels of [self-regulatory organization 

(‘‘SRO’’)] regulatory programs, or how costs 

should be allocated among the various SRO 

constituencies. Rather, the Commission has 

examined the SROs to determine whether 

they are complying with their statutory 

responsibilities. This approach was 

developed in response to the diverse 

characteristics and roles of the various SROs 

and the markets they operate. The mechanics 

of SRO funding, including the amount of 

revenue that is spent on regulation and how 

that amount is allocated among various 

regulatory operations, is related to the type 

of market that an SRO is operating. Thus, 

each SRO and its financial structure is, to a 

certain extent, unique. While this uniqueness 

can result in different levels of SRO funding 

across markets, it also is a reflection of one 

of the primary underpinnings of the National 

Market System. Specifically, by fostering an 

environment in which diverse markets with 

diverse business models compete within a 

unified National Market System, investors 

and market participants benefit.10

For the reasons discussed above, the 

Exchange submits that the proposal 

satisfies the requirements of Sections 

6(b)(4) and 6(b)(5) of the Act 11 in that 

it provides for the equitable allocation 

of reasonable dues, fees and other 

charges among its Members and other 

persons using its facilities and is not 

designed to unfairly discriminate 

between customers, issuers, brokers, or 

dealers. Effective regulation is central to 

the proper functioning of the securities 

markets. Recognizing the importance of 

such efforts, Congress decided to require 

national securities exchanges to register 

with the Commission as self-regulatory 

organizations to carry out the purposes 

of the Act. The Exchange therefore 

believes that it is critical to ensure that 

regulation is appropriately funded. The 

Monthly Membership Fee is expected to 

provide a source of funding towards the 

Exchange’s costs related to onboarding 

Members and providing ongoing 

support. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,12 the Exchange believes that the 

proposed rule change would not impose 

any burden on intermarket or 

intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 


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Federal Register / Vol. 87, No. 9 / Thursday, January 13, 2022 / Notices 2193 

13See supra note 6. 

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

15 17 CFR 240.19b–4(f)(2). 16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(2). 

Exchange’s proposed membership fees 

will be lower than the cost of 

membership on other exchanges,13 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 

[sic] 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 the value received 

compared to the cost of joining and 

maintaining membership on 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 14 and Rule 

19b–4(f)(2) 15 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

MEMX–2021–19 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–2021–19. 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 (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 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. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–MEMX–2021–19 and 

should be submitted on or before 

February 3, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–00489 Filed 1–12–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–93928; File No. SR–FINRA– 

2021–034] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Section 4 of 

Schedule A to the FINRA By-Laws 

Relating to the Continuing Education 

Fees 

January 7, 2022. 

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 December 

30, 2021, the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

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 FINRA. FINRA 

has designated the proposed rule change 

as ‘‘establishing or changing a due, fee 

or other charge’’ under Section 

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

4(f)(2) thereunder,4 which renders the 

proposal effective upon receipt of this 

filing by the Commission. 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 

FINRA is proposing to amend Section 

4 of Schedule A to the FINRA By-Laws 

to: (1) Revise the fee for the Regulatory 

Element of continuing education (‘‘CE’’); 

(2) establish the fee for individuals who 

elect to maintain their qualification 

following the termination of a 

registration category through the 

Maintaining Qualifications Program 

(‘‘MQP’’); and (3) make a technical 

change to clarify that the fee for failing 

to timely appear for a scheduled 

qualification examination appointment 

and for cancelling or rescheduling a 

qualification examination close to the 

scheduled appointment date equally 

applies to online administrations of 

qualification examinations. 

Below is the text of the proposed rule 

change. Proposed new language is in 

italics; proposed deletions are in 

brackets. 

* * * * * 


jspears on DSK121TN23PROD with NOTICES1