2190 Federal Register / Vol. 87, No. 9 / Thursday, January 13, 2022 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90677 

(December 15, 2020), 85 FR 83119 (December 21, 

2020). 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 91025 

(February 1, 2021), 86 FR 8420 (February 5, 2021). 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 91359 

(March 18, 2021), 86 FR 15734 (March 24, 2021). 

8 15 U.S.C. 78s(b)(2). 

9See Securities Exchange Act Release No. 92154 

(June 11, 2021), 86 FR 32301 (June 17, 2021). 

10 17 CFR 200.30–3(a)(12). 

11See Securities Exchange Act Release No. 92700 

(August 18, 2021), 86 FR 47351 (August 24, 2021). 

12 17 CFR 201.430. 

13 17 CFR 201.431(e). 

14 17 CFR 201.431. 

1 1,604 funds × 50 hours per fund = 82,000 hours. 

2The Commission’s estimates concerning the 

allocation of burden hours and the relevant wage 

rates are based on consultations with industry 

representatives and on salary information for the 

securities industry compiled by the Securities 

Industry and Financial Markets Association. The 

estimated wage figures are also based on published 

rates for senior accountants and in-house attorneys, 

modified to account for an 1800-hour work-year 

and multiplied by 5.35 to account for bonuses, firm 

size, employee benefits, and overhead, yielding 

effective hourly rates of $221 and $425, 

respectively. See Securities Industry and Financial 

Markets Association, Report on Management & 

Professional Earnings in the Securities Industry 

2013. 

3 49,200 hours × $221 per hour = $10,873,200. 

of 1934 (‘‘Exchange Act’’) 1 and Rule 

19b–4 2 thereunder.3 On February 1, 

2021, pursuant to Section 19(b)(2) of the 

Exchange Act,4 a longer time period was 

designated within which to act on the 

proposed rule change.5 On March 18, 

2021, proceedings were instituted under 

Section 19(b)(2)(B) of the Exchange Act 6

to determine whether to approve or 

disapprove the proposed rule change.7

On June 11, 2021, pursuant to Section 

19(b)(2) of the Exchange Act,8 a longer 

time period was designated for 

Commission action on the proceedings 

to determine whether to approve or 

disapprove the proposed rule change.9

On August 18, 2021, after consideration 

of the record for the proposed rule 

change, the Division of Trading and 

Markets (‘‘Division’’), pursuant to 

delegated authority,10 issued an order 

disapproving the proposed rule change 

(‘‘Disapproval Order’’).11

Pursuant to Rule 430 of the 

Commission’s Rules of Practice,12 on 

August 25, 2021, the Exchange filed a 

notice of intention to petition for review 

of the Disapproval Order, and on 

September 1, 2021, the Exchange filed a 

petition for review of the Disapproval 

Order. Pursuant to Rule 431(e) of the 

Commission Rules of Practice,13 a notice 

of intention to petition for review 

results in an automatic stay of the action 

by delegated authority. 

Pursuant to Rule 431 of the 

Commission’s Rules of Practice,14 the 

Exchange’s petition for review of the 

Disapproval Order is granted. Further, 

the Commission hereby establishes that 

any party to the action or other person 

may file a written statement in support 

of or in opposition to the Disapproval 

Order on or before February 3, 2022. 

For the reasons stated above, it is 

hereby: 

Ordered that the Exchange’s petition 

for review of the Division’s action to 

disapprove the proposed rule change by 

delegated authority is granted; and 

It is further ordered that any party or 

other person may file a statement in 

support of or in opposition to the action 

made pursuant to delegated authority on 

or before February 3, 2022. 

It is further ordered that the automatic 

stay of delegated action pursuant to 

Commission Rule of Practice 431(e) is 

hereby discontinued. 

The order disapproving the proposed 

rule change (File No. SR–NYSE–2020– 

96) shall remain in effect. 

By the Commission. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–00500 Filed 1–12–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–224, OMB Control No. 

3235–0217] 

Proposed Collection; Comment 

Request; Extension: Rule 17e–1 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, 

Washington, DC 20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.) (‘‘Paperwork 

Reduction Act’’), the Securities and 

Exchange Commission (the 

‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget (‘‘OMB’’) for 

extension and approval. 

Rule 17e–1 (17 CFR 270.17e–1) under 

the Investment Company Act of 1940 

(15 U.S.C. 80a–1 et seq.) (the 

‘‘Investment Company Act’’) deems a 

remuneration as ‘‘not exceeding the 

usual and customary broker’s 

commission’’ for purposes of Section 

17(e)(2)(A) of the Investment Company 

Act (15 U.S.C. 80a–17(e)(2)(A)) if, 

among other things, a registered 

investment company’s (‘‘fund’s’’) board 

of directors has adopted procedures 

reasonably designed to provide that the 

remuneration to an affiliated broker is 

reasonable and fair compared to that 

received by other brokers in connection 

with comparable transactions involving 

similar securities being purchased or 

sold on a securities exchange during a 

comparable period of time and the 

board makes and approves such changes 

as it deems necessary. In addition, each 

quarter, the board must determine that 

all transactions effected under the rule 

during the preceding quarter complied 

with the established procedures 

(‘‘review requirement’’). Rule 17e–1 also 

requires the fund to (i) maintain 

permanently a written copy of the 

procedures adopted by the board for 

complying with the requirements of the 

rule; and (ii) maintain for a period of six 

years, the first two in an easily 

accessible place, a written record of 

each transaction subject to the rule, 

setting forth the amount and source of 

the commission, fee, or other 

remuneration received; the identity of 

the broker; the terms of the transaction; 

and the materials used to determine that 

the transactions were effected in 

compliance with the procedures 

adopted by the board (‘‘recordkeeping 

requirement’’). The review and 

recordkeeping requirements under rule 

17e–1 enable the Commission to ensure 

that affiliated brokers receive 

compensation that does not exceed the 

usual and customary broker’s 

commission. Without the recordkeeping 

requirement, Commission inspectors 

would have difficulty ascertaining 

whether funds were complying with 

rule 17e–1. 

Based upon an analysis of fund filings 

on Form N–CEN, approximately 1,640 

funds report reliance on rule 17e–1. 

Based on staff experience and 

conversations with fund representatives, 

we estimate that the burden of 

compliance with rule 17e–1 is 

approximately 50 hours per fund per 

year. This time is spent, for example, 

reviewing the applicable transactions 

and maintaining records. Accordingly, 

we calculate the total estimated annual 

internal burden of complying with the 

review and recordkeeping requirements 

of rule 17e–1 to be approximately 

82,000 hours.1 We further estimate that, 

of these: 

• 60 percent (49,200 hours) are spent 

by senior accountants, at an estimated 

hourly wage of $221,2 for a total of 

approximately $10,873,200 per year; 3

• 30 percent (24,600 hours) are spent 

by in-house attorneys at an estimated 


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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